EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS OF
PINNACLE GLOBAL GROUP, INC.
Table of Contents
Page
ARTICLE I
OFFICES......................................................................1
Section 1.1.OFFICES....................................................1
ARTICLE II
CAPITAL STOCK................................................................1
Section 2.1.CERTIFICATE REPRESENTING SHARES............................1
Section 2.2.STOCK CERTIFICATE BOOK AND SHAREHOLDERS OF RECORD..........1
Section 2.3.SHAREHOLDER'S CHANGE OF NAME OR ADDRESS....................2
Section 2.4.TRANSFER OF STOCK..........................................2
Section 2.5.TRANSFER AGENT AND REGISTRAR...............................2
Section 2.6.LOST, STOLEN OR DESTROYED CERTIFICATES.....................2
Section 2.7.FRACTIONAL SHARES..........................................2
ARTICLE III
THE SHAREHOLDERS.............................................................3
Section 3.1.ANNUAL MEETING.............................................3
Section 3.2.SPECIAL MEETINGS...........................................3
Section 3.3.NOTICE OF MEETINGS - WAIVER................................4
Section 3.4.DISCHARGE OF NOTICE REQUIREMENT............................4
Section 3.5.CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE...........4
Section 3.6.DISTRIBUTIONS AND SHARE OWNERSHIP AS OF RECORD DATE........5
Section 3.7.VOTING LIST................................................5
Section 3.8.QUORUM AND OFFICERS........................................5
Section 3.9.VOTING AT MEETINGS.........................................6
Section 3.10.PROXIES...................................................6
Section 3.11.BALLOTING.................................................6
Section 3.12.VOTING RIGHTS, PROHIBITION OF
CUMULATIVE VOTING FOR DIRECTORS......................................6
Section 3.13. RECORD OF SHAREHOLDERS...................................6
Section 3.14. ACTION WITHOUT MEETING...................................6
ARTICLE IV
THE BOARD OF DIRECTORS.......................................................7
Section 4.1. NUMBER, QUALIFICATIONS, TERM AND NOMINATION..............7
Section 4.2. REMOVAL..................................................8
Section 4.3. VACANCIES................................................8
Section 4.4. REGULAR MEETINGS.........................................8
Section 4.5. SPECIAL MEETINGS.........................................8
Section 4.6. QUORUM...................................................9
Section 4.7. PROCEDURE AT MEETINGS....................................9
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Section 4.8. PRESUMPTION OF ASSENT....................................9
Section 4.9. ACTION WITHOUT A MEETING.................................9
Section 4.10. COMPENSATION............................................9
Section 4.11. EXECUTIVE COMMITTEE....................................10
Section 4.12. OTHER COMMITTEES.......................................10
ARTICLE V
OFFICERS....................................................................10
Section 5.1. NUMBER..................................................10
Section 5.2. ELECTION; TERM; QUALIFICATION...........................10
Section 5.3. REMOVAL.................................................11
Section 5.4. VACANCIES...............................................11
Section 5.5. DUTIES..................................................11
Section 5.6. CHAIRMAN OF THE BOARD...................................11
Section 5.7. THE PRESIDENT...........................................11
Section 5.8. THE VICE PRESIDENTS.....................................11
Section 5.9. SECRETARY...............................................12
Section 5.10. ASSISTANT OFFICERS.....................................12
Section 5.11. SALARIES...............................................12
Section 5.12. BONDS OF OFFICERS......................................12
Section 5.13. DELEGATION.............................................12
ARTICLE VI
MISCELLANEOUS...............................................................12
Section 6.1. DISTRIBUTIONS...........................................12
Section 6.2. CONTRACTS...............................................13
Section 6.3. CHECKS, DRAFTS, ETC.....................................13
Section 6.4. DEPOSITORIES............................................13
Section 6.5. ENDORSEMENT OF STOCK CERTIFICATES.......................13
Section 6.6. CORPORATE SEAL..........................................13
Section 6.7. FISCAL YEAR.............................................13
Section 6.8. BOOKS AND RECORDS.......................................13
Section 6.9. RESIGNATIONS............................................14
Section 6.10. INDEMNIFICATION OF OFFICERS AND DIRECTORS..............14
Section 6.11. INDEMNITY INSURANCE....................................15
Section 6.12. MEETINGS BY TELEPHONE..................................15
ARTICLE VII
AMENDMENTS..................................................................15
Section 7.1. AMENDMENTS..............................................15
Certificate by Secretary....................................................16
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AMENDED AND RESTATED BYLAWS OF
PINNACLE GLOBAL GROUP, INC.
(the "Corporation")
ARTICLE I
OFFICES
-------
SECTION 1.1. OFFICES. The principal business office of the
Corporation shall be 2900 North Loop West, Suite 1230, Houston, Texas 77092. The
Corporation may have such other business offices within or without the State of
Texas as the board of directors may from time to time establish.
ARTICLE II
CAPITAL STOCK
-------------
SECTION 2.1. CERTIFICATE REPRESENTING SHARES. Shares of the capital
stock of the Corporation shall be represented by certificates in such form or
forms as the board of directors may approve, provided that such form or forms
shall comply with all applicable requirements of law or of the articles of
incorporation. Such certificates shall be signed by the president or a vice
president, and by the secretary or an assistant secretary, of the Corporation
and may be sealed with the seal of the Corporation or imprinted or otherwise
marked with a facsimile of such seal. The signature of any or all of the
foregoing officers of the Corporation may be represented by a printed facsimile
thereof. If any officer whose signature, or a facsimile thereof, shall have been
set upon any certificate shall cease, prior to the issuance of such certificate,
to occupy the position in right of which his signature, or facsimile thereof,
was so set upon such certificate, the Corporation may nevertheless adopt and
issue such certificate with the same effect as if such officer occupied such
position as of such date of issuance; and issuance and delivery of such
certificate by the Corporation shall constitute adoption thereof by the
Corporation. The certificates shall be consecutively numbered, and as they are
issued, a record of such issuance shall be entered in the books of the
Corporation.
SECTION 2.2. STOCK CERTIFICATE BOOK AND SHAREHOLDERS OF RECORD. The
secretary of the Corporation shall maintain, among other records, a stock
certificate book, the stubs in which shall set forth the names and addresses of
the holders of all issued shares of the Corporation, the number of shares held
by each, the number of certificates representing such shares, the date of issue
of such certificates, and whether or not such shares originate from original
issue or from transfer. The names and addresses of shareholders as they appear
on the stock certificate book shall be the
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official list of shareholders of record of the Corporation for all purposes. The
Corporation shall be entitled to treat the holder of record of any shares as the
owner thereof for all purposes, and shall not be bound to recognize any
equitable or other claim to, or interest in, such shares or any rights deriving
from such shares on the part of any other person, including, but without
limitation, a purchaser, assignee, or transferee, unless and until such other
person becomes the holder of record of such shares, whether or not the
Corporation shall have either actual or constructive notice of the interest of
such other person.
SECTION 2.3. SHAREHOLDER'S CHANGE OF NAME OR ADDRESS. Each
shareholder shall promptly notify the secretary of the Corporation, at its
principal business office, by written notice sent by certified mail, return
receipt requested, of any change in name or address of the shareholder from that
as it appears upon the official list of shareholders of record of the
Corporation. The secretary of the Corporation shall then enter such changes into
all affected Corporation records, including, but not limited to, the official
list of shareholders of record.
SECTION 2.4. TRANSFER OF STOCK. The shares represented by any
certificate of the Corporation are transferable only on the books of the
Corporation by the holder of record thereof or by his duly authorized attorney
or legal representative upon surrender of the certificate for such shares,
properly endorsed or assigned. The board of directors may make such rules and
regulations concerning the issue, transfer, registration and replacement of
certificates as they deem desirable or necessary.
SECTION 2.5. TRANSFER AGENT AND REGISTRAR. The board of directors
may appoint one or more transfer agents or registrars of the shares, or both,
and may require all share certificates to bear the signature of a transfer agent
or registrar, or both.
SECTION 2.6. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation
may issue a new certificate for shares of stock in the place of any certificate
theretofore issued and alleged to have been lost, stolen or destroyed, but the
board of directors may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to furnish an affidavit as to such
loss, theft, or destruction and to give a bond in such form and substance, and
with such surety or sureties, with fixed or open penalty, as the board may
direct, in order to indemnify the Corporation and its transfer agents and
registrars, if any, against any claim that may be made on account of the alleged
loss, theft or destruction of such certificate.
SECTION 2.7. FRACTIONAL SHARES. Only whole shares of the stock of
the Corporation shall be issued. In case of any transaction by reason of which a
fractional share might otherwise be issued, the directors, or the officers in
the exercise of powers delegated by the directors, shall take such measures
consistent with the law, the articles of incorporation and these bylaws,
including (for example, and not by way of limitation) the payment in cash of an
amount equal to the fair value of any fractional share, as they may deem proper
to avoid the issuance of any fractional share.
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ARTICLE III
THE SHAREHOLDERS
----------------
SECTION 3.1. ANNUAL MEETING. Commencing in the calendar year 1999,
the annual meeting of the shareholders, for the election of directors and for
the transaction of such other business as may properly come before the meeting,
shall be held at the principal office of the Corporation, at 10:00 a.m. local
time, on March 1 of each year unless such day is a legal holiday, in which case
such meeting shall be held at such hour on the first day thereafter which is not
a legal holiday; or at such other place and time as may be designated by the
board of directors. Failure to hold any annual meeting or meetings shall not
work a forfeiture or dissolution of the Corporation.
Only such business shall be conducted as shall have been properly brought
before the meeting. To be properly brought before an annual meeting, business
must be (a) specified in the notice of meeting given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting or at
the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a shareholder of the Corporation. For business to be
properly brought before an annual meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a shareholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation, no less than 60 days nor
more than 180 days prior to the anniversary date of the immediately preceding
annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual
meeting is changed by more than 30 days from such anniversary date, notice by
the shareholder to be timely must be received not later than the close of
business on the tenth day following the earlier of the date on which a written
statement setting forth the date of such meeting was mailed to shareholders or
the date on which it is first disclosed to the public. A shareholder's notice to
the Secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting: (a) a brief description of the business desired
to be brought before the annual meeting, (b) the name and address, as they
appear on the Corporation's books, of the shareholder proposing such proposal,
(c) the class and number of shares of the Corporation that are beneficially
owned by the shareholder, and (d) any material interest of the shareholder in
such business. In addition, if the shareholder's ownership of shares of the
Corporation, as set forth in the notice, is solely beneficial, documentary
evidence of such ownership must accompany the notice. Notwithstanding anything
else in these Bylaws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 3. The presiding officer of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that any business that was not
properly brought before the meeting is out of order and shall not be transacted
at the meeting.
SECTION 3.2. SPECIAL MEETINGS. Except as otherwise provided by law
or by the articles of incorporation, special meetings of the shareholders may be
called by the chairman of the board of directors, the president, or any one of
the directors and shall be held at the principal office of the Corporation or at
such other place, and at such time, as may be stated in the notice calling such
meeting.
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SECTION 3.3. NOTICE OF MEETINGS - WAIVER. Written or printed notice
of each meeting of shareholders, stating the place, day and hour of any meeting
and, in case of a special shareholders' meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more than
sixty days before the date of such meeting, either personally or by mail, by or
at the direction of the president, the secretary, or the persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
stock transfer books of the Corporation, with postage thereon prepaid. Such
further or earlier notice shall be given as may be required by law. The signing
by a shareholder of a written waiver of notice of any shareholders' meeting,
whether before or after the time stated in such waiver, shall be equivalent to
the receiving by him of all notice required to be given with respect to such
meeting. Attendance by a shareholder, whether in person or by proxy, at a
shareholders' meeting shall constitute a waiver of notice of such meeting. No
notice of any adjournment of any meeting shall be required.
SECTION 3.4. DISCHARGE OF NOTICE REQUIREMENT. The notice provided
for in Section 3.3. of these bylaws is not required to be given to any
shareholder if either notice of two consecutive annual meetings and all notices
of meetings held during the period between such annual meetings or all payments
(but in no event less than two payments) of distributions or interest on
securities, during a 12-month period, have been sent by first class mail, to
such shareholder, addressed to the address as shown on the records of the
Corporation and have been returned undeliverable. Any action or meeting taken or
held without notice to such a shareholder shall have the same force and effect
as if the notice had been duly given and any articles or document filed with the
Secretary of State pursuant to action taken may state that notice was duly given
to all persons to whom notice was required to be given. The requirement that
notice be given to such a shareholder shall be reinstated if such shareholder
delivers to the Corporation a written notice setting forth his then current
address.
SECTION 3.5. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For
the purpose of determining shareholders entitled to notice of, or to vote at,
any meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive a distribution by the Corporation (other than a distribution
involving a purchase or redemption by the Corporation of any of its own shares)
or a share dividend, or in order to make a determination of shareholders for any
other proper purpose, the board of directors of the Corporation may provide that
the stock transfer books shall be closed for a stated period in no case to
exceed sixty days. If the stock transfer books shall be closed for the purpose
of determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least the ten days immediately
preceding such meeting. In lieu of closing the stock transfer books, the board
of directors may fix in advance a date as the record date for any such
determination of shareholders, such date in no case to be more than sixty days
nor, in the case of a meeting of shareholders, less than ten days prior to the
date on which the particular action requiring such determination of shareholders
is to be taken. If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or shareholders entitled to receive a distribution
(other than a
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distribution involving a purchase or redemption by the corporation of any of its
own shares) or a share dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the board of directors declaring
such distribution or share dividend is adopted, as the case may be, shall be the
record date of such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made, as
provided in this Section, such determination shall apply to any adjournment
thereof except where the determination has been made through the closing of
stock transfer books and the stated period of closing has expired.
SECTION 3.6. DISTRIBUTIONS AND SHARE OWNERSHIP AS OF RECORD DATE.
Distributions of cash, tangible property or intangible property made or payable
by the Corporation, whether in liquidation or from earnings, profits, assets or
capital, including all distributions that were payable but not paid to the
registered owner of the shares, his heirs, successors or assigns but that are
now being held in suspense by the Corporation or that were paid or delivered by
it into an escrow account or to a trustee or custodian, shall be payable by the
Corporation, escrow agent, trustee or custodian to the person registered as
owner of the shares in the Corporation's stock transfer books as of the record
date determined for that distribution, as provided in Section 3.5. of these
bylaws, his heirs, successors or assigns. The person in whose name the shares
are or were registered in the stock transfer books of the Corporation as of the
record date shall be deemed to be the owner of the shares registered in his name
at that time.
SECTION 3.7. VOTING LIST. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the Corporation and shall be subject to lawful
inspection by any shareholder at any time during the usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting. Failure to comply with this Section shall not affect the
validity of any action taken at such meeting.
SECTION 3.8. QUORUM AND OFFICERS. Except as otherwise provided by
law, by the articles of incorporation or by these bylaws, the holders of a
majority of the shares entitled to vote and represented in person or by proxy
shall constitute a quorum at a meeting of shareholders, but the shareholders
present at any meeting, although representing less than a quorum, may from time
to time adjourn the meeting to some other day and hour, without notice other
than announcement at the meeting. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. The vote of the
holders of a majority of the shares entitled to vote and thus represented at a
meeting at which a quorum is present shall be the act of the shareholders'
meeting, unless the vote of a greater number is required by law. The chairman of
the board shall preside at, and the secretary shall keep the records of, each
meeting of shareholders, and in the absence of either such officer, his
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duties shall be performed by any other officer authorized by these bylaws or any
person appointed by resolution duly adopted at the meeting.
SECTION 3.9. VOTING AT MEETINGS. Each outstanding share shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders except to the extent that the articles of incorporation or the laws
of the State of Texas provide otherwise.
SECTION 3.10. PROXIES. A shareholder may vote either in person or by
proxy executed in writing by the shareholder, or by his duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11) months from the date
of its execution unless otherwise provided in the proxy. A proxy shall be
revocable unless the proxy form conspicuously states that the proxy is
irrevocable and the proxy is coupled with an interest.
SECTION 3.11. BALLOTING. Upon the demand of any shareholder, the
vote upon any question before the meeting shall be by ballot. At each meeting
inspectors of election may be appointed by the presiding officer of the meeting,
and at any meeting for the election of directors, inspectors shall be so
appointed on the demand of any shareholder present or represented by proxy and
entitled to vote in such election of directors. No director or candidate for the
office of director shall be appointed as such inspector. The number of votes
cast by shares in the election of directors shall be recorded in the minutes.
SECTION 3.12. VOTING RIGHTS, PROHIBITION OF CUMULATIVE VOTING FOR
DIRECTORS. Each outstanding share of common stock shall be entitled to one (1)
vote upon each matter submitted to a vote at a meeting of shareholders. No
shareholder shall have the right to cumulate his votes for the election of
directors but each share shall be entitled to one vote in the election of each
director. In the case of any contested election for any directorship, the
candidate for such position receiving a plurality of the votes cast in such
election shall be elected to such position.
SECTION 3.13. RECORD OF SHAREHOLDERS. The Corporation shall keep at
its principal business office, or the office of its transfer agents or
registrars, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each.
SECTION 3.14. ACTION WITHOUT MEETING. Unless otherwise permitted by
the articles of incorporation, any action required by statute to be taken at a
meeting of the shareholders of the Corporation, or any action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by the holder or
holders of all of the issued and outstanding shares of the Corporation's common
stock, and such consent shall have the same force and effect as a vote of the
shareholders. Any such signed consent, or a signed copy thereof, shall be placed
in the minute book of the Corporation. All notices with respect to such consent
required by the applicable statute shall be sent by the Corporation in a timely
manner.
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ARTICLE IV
THE BOARD OF DIRECTORS
----------------------
SECTION 4.1. NUMBER, QUALIFICATIONS, TERM AND NOMINATION. The business and
affairs of the Corporation shall be managed and controlled by the board of
directors; and, subject to any restrictions imposed by law, by the articles of
incorporation, or by these bylaws, the board of directors may exercise all the
powers of the Corporation. The initial board of directors shall consist of one
member. Such number may be increased or decreased by amendment of these bylaws,
provided that no decrease shall effect a shortening of the term of any incumbent
director. Directors need not be residents of Texas or shareholders of the
Corporation absent provision to the contrary in the articles of incorporation or
laws of the State of Texas. Except as otherwise provided in Section 4.3. of
these bylaws, each position on the board of directors shall be filled by
election at the annual meeting of shareholders. Only persons who are nominated
in accordance with the procedures set forth in these Bylaws shall be eligible to
serve as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of shareholders (a) by or
at the direction of the Board of Directors or (b) by any shareholder of the
Corporation who is a shareholder of record at the time of giving of notice
provided for in this Section 3, who shall be entitled to vote for the election
of directors at the meeting and who complies with the notice procedures set
forth in this Section 3.
Nominations by shareholders shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a shareholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation (a) in the case of an annual meeting, not less than
60 days nor more than 180 days prior to the first anniversary of the preceding
year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the
annual meeting is changed by more than 30 days from such anniversary date,
notice by the shareholder to be timely must be so received not later than the
close of business on the tenth day following the earlier of the date on which a
written statement setting forth the date of such meeting was mailed to
shareholders or the date on which it is first disclosed to the public, and (b)
in the case of a special meeting at which directors are to be elected, not later
than the close of business on the tenth day following the earlier of the date on
which a written statement setting forth the date of such meeting was mailed to
shareholders or the date on which it is first disclosed to the public. Such
shareholder's notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to the shareholder giving the notice
(i) the name and address, as they appear on the Corporation's books, of such
shareholder and (ii) the class and number of shares of the Corporation which are
beneficially owned by such shareholder and which are owned of record by such
shareholder; and (c) as to the beneficial owner, if any, on whose behalf the
nomination is made, (i) the name and address of such person and (ii) the class
and number of shares of the Corporation which are beneficially owned by such
person. At the
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request of the board of directors, any person nominated by the board of
directors for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a shareholder's notice
of nomination which pertains to the nominee.
The presiding officer of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by this Section 4 and he shall so
declare to the meeting, and the defective nomination shall be disregarded. Each
person elected a director shall hold office, unless removed in accordance with
Section 4.2. of these bylaws, until the next annual meeting of the shareholders
and until his successor shall have been duly elected and qualified.
SECTION 4.2. REMOVAL. No director nor the entire board of directors
may be removed from office, at any special meeting of shareholders except for
cause, and then only by the affirmative vote of at least two thirds of the
shares of the shareholders present in person or by proxy and entitled to vote at
such meeting, if notice of the intention to act upon such matter shall have been
given in the notice calling such meeting. If the notice calling such meeting
shall have so provided, the vacancy caused by such removal may be filled at such
meeting by the affirmative vote of a majority in number of the shares of the
shareholders present in person or by proxy and entitled to vote.
SECTION 4.3. VACANCIES. Any vacancy occurring in the board of
directors may be filled by the vote of a majority of the remaining directors, if
any, even if such remaining directors comprise less than a quorum of the board
of directors, or by the shareholders if no other directors remain. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any position on the board of directors to be filled by
reason of an increase in the number of directors shall be filled by the vote of
a majority of the directors, election at an annual meeting of the shareholders,
or at a special meeting of shareholders duly called for such purpose, provided
that the board of directors may fill no more than two such directorships during
the period between any two successive annual meetings of shareholders.
SECTION 4.4. REGULAR MEETINGS. Regular meetings of the board of
directors shall be held immediately following each annual meeting of
shareholders, at the place of such meeting, and at such other times and places
as the board of directors shall determine. No notice of any kind of such regular
meetings needs to be given to either old or new members of the board of
directors.
SECTION 4.5. SPECIAL MEETINGS. Special meetings of the board of
directors shall be held at any time by call of the chairman of the board, the
president, the secretary or any one director. The secretary shall give notice of
each special meeting to each director at his usual business or residence address
by mail at least three days before the meeting or in person or by telegraph or
telephone at least one day before such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail with postage
thereon prepaid. Except as otherwise provided by law, by the articles of
incorporation, or by these bylaws, such notice need not specify the business to
be transacted at, or the purpose of, such meeting. No notice shall be necessary
for any adjournment of any meeting. The signing of a written waiver of notice of
any
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special meeting by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be equivalent to the receiving of such
notice. Attendance of a director at a meeting shall also constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express and announced purpose of objecting to the transaction of any business on
the ground that the meeting is not lawfully called or convened.
SECTION 4.6. QUORUM. A majority of the number of directors fixed by
these bylaws shall constitute a quorum for the transaction of business and the
act of not less than a majority of such quorum of the directors shall be
required in order to constitute the act of the board of directors, unless the
act of a greater number shall be required by law, by the articles of
incorporation or by these bylaws.
SECTION 4.7. PROCEDURE AT MEETINGS. The board of directors, at each
regular meeting held immediately following the annual meeting of shareholders,
shall appoint one of their number as chairman of the board of directors. Failure
to designate a chairman of the board shall be deemed a designation of the
president to perform the functions of the chairman of the board. The chairman of
the board shall preside at meetings of the board. In his absence at any meeting,
any officer authorized by these bylaws or any member of the board selected by
the members present shall preside. The secretary of the Corporation shall act as
secretary at all meetings of the board. In his absence, the presiding officer of
the meeting may designate any person to act as secretary. At meetings of the
board of directors, the business shall be transacted in such order as the board
may from time to time determine.
SECTION 4.8. PRESUMPTION OF ASSENT. Any director of the Corporation
who is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
SECTION 4.9. ACTION WITHOUT A MEETING. Any action required by
statute to be taken at a meeting of the directors of the Corporation, or which
may be taken at such meeting, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by each director
entitled to vote at such meeting, and such consent shall have the same force and
effect as a unanimous vote of the directors. Such signed consent, or a signed
copy thereof, shall be placed in the minute book of the Corporation.
SECTION 4.10. COMPENSATION. Directors as such shall not receive any
stated salary for their service, but by resolution of the board of directors, a
fixed sum and reimbursement for reasonable expenses of attendance, if any, may
be allowed for attendance at each regular or special meeting of the board of
directors or at any meeting of the executive committee of directors, if any, to
which such director may be elected in accordance with the following Section
4.11; but nothing
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herein shall preclude any director from serving the Corporation in any other
capacity or receiving compensation therefor.
SECTION 4.11. EXECUTIVE COMMITTEE. The board of directors, by
resolution adopted by a majority of the full board of directors, may designate
an executive committee, which committee shall consist of two or more of the
directors of the Corporation. Such executive committee may exercise such
authority of the board of directors in the business and affairs of the
Corporation as the board of directors may, by resolution duly adopted, delegate
to it except as prohibited by law. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the board of
directors, or any member thereof, of any responsibility imposed upon it or him
by law. Any member of the executive committee may be removed by the board of
directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board of directors when required. The minutes of the
proceedings of the executive committee shall be placed in the minute book of the
Corporation. Members of the executive committee shall receive such compensation
as may be approved by the board of directors and will be reimbursed for
reasonable expenses actually incurred by reason of membership on the executive
committee.
SECTION 4.12. OTHER COMMITTEES. The board of directors, by
resolution adopted by a majority of the full board of directors, may appoint one
or more committees of two or more directors each. Such committees may exercise
such authority of the board of directors in the business and affairs of the
Corporation as the board of directors may, by resolution duly adopted, delegate,
except as prohibited by law. The designation of any committee and the delegation
thereto of authority shall not operate to relieve the board of directors, or any
member thereof, of any responsibility imposed on it or him by law. Any member of
a committee may be removed at any time by the board of directors. Members of any
such committees shall receive such compensation as may be approved by the board
of directors and will be reimbursed for reasonable expenses actually incurred by
reason of membership on a committee.
ARTICLE V
OFFICERS
SECTION 5.1. NUMBER. The officers of the Corporation shall consist
of a chairman, if one is elected by the Board of Directors, a president, one or
more vice presidents, if elected by the Board, and a secretary; and, in
addition, such other officers and assistant officers and agents as may be deemed
necessary or desirable. Officers shall be elected or appointed by the board of
directors. Any two or more offices may be held by the same person. In its
discretion, the board of directors may leave unfilled any office except those of
president and secretary.
SECTION 5.2. ELECTION; TERM; QUALIFICATION. Officers shall be chosen
by the board of directors annually at the meeting of the board of directors
following the annual shareholders' meeting. Each officer shall hold office until
his successor has been chosen and qualified, or until his death, resignation, or
removal.
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SECTION 5.3. REMOVAL. Any officer or agent elected or appointed by
the board of directors may be removed by the board of directors whenever in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create any contract rights.
SECTION 5.4. VACANCIES. Any vacancy in any office for any cause may
be filled by the board of directors at any meeting.
SECTION 5.5. DUTIES. The officers of the Corporation shall have such
powers and duties, except as modified by the board of directors, as generally
pertain to their offices, respectively, as well as such powers and duties as
from time to time shall be conferred by the board of directors and by these
bylaws.
SECTION 5.6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
one is elected by the Board of Directors, shall preside at all meetings of the
board of directors and approve the minutes of all proceedings of such meetings,
and he shall be available to consult with and advise the officers of the
Corporation with respect to the conduct of the business and affairs of the
Corporation and shall have such other powers and duties as designated in
accordance with these bylaws and as from time to time may be assigned to him by
the board of directors.
SECTION 5.7. THE PRESIDENT. The president shall have general
direction of the affairs of the Corporation and general supervision over its
several officers, subject however, to the control of the board of directors. He
shall at each annual meeting, and from time to time, report to the shareholders
and to the board of directors all matters within his knowledge which, in his
opinion, the interest of the Corporation may require to be brought to the notice
of such persons. He may sign, with the secretary or an assistant secretary, any
or all certificates of stock of the Corporation. He shall preside at all
meetings of the shareholders, shall sign and execute in the name of the
Corporation (i) all contracts or other instruments authorized by the board of
directors, and (ii) all contracts or instruments in the usual and regular course
of business, pursuant to Section 6.2 hereof, except in cases when the signing
and execution thereof shall be expressly delegated or permitted by the board or
by these bylaws to some other officer or agent of the Corporation; and, in
general, shall perform all duties incident to the office of president, and such
other duties as from time to time may be assigned to him by the board of
directors or as are prescribed by these bylaws.
SECTION 5.8. THE VICE PRESIDENTS. At the request of the president,
or in his absence or disability, the vice presidents, in the order of their
election, shall perform the duties of the president, and, when so acting, shall
have all the powers of, and be subject to all restrictions upon, the president.
Any action taken by a vice president in the performance of the duties of the
president shall be conclusive evidence of the absence or inability to act of the
president at the time such action was taken. The vice presidents shall perform
such other duties as may, from time to time, be assigned to them by the board of
directors or the president. A vice president may sign, with the secretary or an
assistant secretary, certificates of stock of the Corporation.
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SECTION 5.9. SECRETARY. The secretary shall keep the minutes of all
meetings of the shareholders, of the board of directors, and of the executive
committee, if any, of the board of directors, in one or more books provided for
such purpose and shall see that all notices are duly given in accordance with
the provisions of these bylaws or as required by law. He shall be custodian of
the corporate records and of the seal (if any) of the Corporation and see, if
the Corporation has a seal, that the seal of the Corporation is affixed to all
documents the execution of which on behalf of the Corporation under its seal is
duly authorized; shall have general charge of the stock certificate books,
transfer books and stock ledgers, and such other books and papers of the
Corporation as the board of directors may direct, all of which shall, at all
reasonable times, be open to the examination of any director, upon application
at the office of the Corporation during business hours; and in general shall
perform all duties and exercise all powers incident to the office of the
secretary and such other duties and powers as the board of directors or the
president from time to time may assign to or confer on him.
SECTION 5.10. ASSISTANT OFFICERS. Any assistant secretary appointed
by the board of directors shall have power to perform, and shall perform, all
duties incumbent upon the secretary of the Corporation, respectively, subject to
the general direction of such respective officers, and shall perform such other
duties as these bylaws may require or the board of directors may prescribe.
SECTION 5.11. SALARIES. The salaries or other compensation of the
officers shall be fixed from time to time by the board of directors. No officer
shall be prevented from receiving such salary or other compensation by reason of
the fact that he is also a director of the Corporation.
SECTION 5.12. BONDS OF OFFICERS. The board of directors may secure
the fidelity of any officer of the Corporation by bond or otherwise, on such
terms and with such surety or sureties, conditions, penalties or securities as
shall be deemed proper by the board of directors.
SECTION 5.13. DELEGATION. The board of directors may delegate
temporarily the powers and duties of any officer of the Corporation, in case of
his absence or for any other reason, to any other officer, and may authorize the
delegation by any officer of the Corporation of any of his powers and duties to
any agent or employee, subject to the general supervision of such officer.
ARTICLE VI
MISCELLANEOUS
-------------
SECTION 6.1. DISTRIBUTIONS. Distributions, subject to the provisions
of the articles of incorporation and to limitations set forth by law, if any,
may be declared by the board of directors at any regular or special meeting.
Distributions may be in the form of a dividend, including a share dividend, a
purchase or redemption by the Corporation, directly or indirectly, of any of its
own shares or a payment by the Corporation in liquidation of all or a portion of
its assets. A distribution may not be made if it would render the Corporation
insolvent or if it exceeds the surplus of the Corporation, except as otherwise
allowed by law.
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Subject to limitations upon the authority of the board of directors
imposed by law or by the articles of incorporation, the declaration of and
provision for payment of dividends shall be at the discretion of the board of
directors.
SECTION 6.2. CONTRACTS. The president shall have the power and
authority to execute, on behalf of the Corporation, contracts or instruments in
the usual and regular course of business, and in addition the board of directors
may authorize any officer or officers, agent or agents, of the Corporation to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances. Unless so authorized by the board of directors or by these
bylaws, no officer, agent or employee shall have any power or authority to bind
the Corporation by any contract or engagement, or to pledge its credit or to
render it pecuniarily liable for any purpose or in any amount.
SECTION 6.3. CHECKS, DRAFTS, ETC. All checks, drafts, or other
orders for the payment of money, notes, or other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officers or
employees of the Corporation as shall from time to time be authorized pursuant
to these bylaws or by resolution of the board of directors.
SECTION 6.4. DEPOSITORIES. All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation in such banks or
other depositories as the board of directors may from time to time designate,
and upon such terms and conditions as shall be fixed by the board of directors.
The board of directors may from time to time authorize the opening and
maintaining within any such depository as it may designate, of general and
special accounts, and may make such special rules and regulations with respect
thereto as it may deem expedient.
SECTION 6.5. ENDORSEMENT OF STOCK CERTIFICATES. Subject to the
specific directions of the board of directors, any share or shares of stock
issued by any corporation and owned by the Corporation, including reacquired
shares of the Corporation's own stock, may, for sale or transfer, be endorsed in
the name of the Corporation by the president or any vice president; and such
endorsement may be attested or witnessed by the secretary or any assistant
secretary either with or without the affixing thereto of the corporate seal.
SECTION 6.6. CORPORATE SEAL. The corporate seal, if any, shall be in
such form as the board of directors shall approve, and such seal, or a facsimile
thereof, may be impressed on, affixed to, or in any manner reproduced upon,
instruments of any nature required to be executed by officers of the
Corporation.
SECTION 6.7. FISCAL YEAR. The fiscal year of the Corporation shall
begin and end on such dates as the board of directors at any time shall
determine.
SECTION 6.8. BOOKS AND RECORDS. The Corporation shall keep correct
and complete books and records of account and shall keep minutes of the
proceedings of its shareholders and board of directors, and shall keep at its
registered office or principal place of business, or at the office of
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its transfer agent or registrar, a record of its shareholders, giving the names
and addresses of all shareholders and the number and class of the shares held by
each.
SECTION 6.9. RESIGNATIONS. Any director or officer may resign at any
time. Such resignations shall be made in writing and shall take effect at the
time specified therein, or, if no time is specified, at the time of its receipt
by the president or secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
SECTION 6.10. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The
Corporation shall indemnify to the full extent allowed by law 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,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit or proceeding by reason of the fact that he 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, partner, venturer, proprietor,
trustee, agent, or similar functionary of another corporation, partnership,
joint venture, trust, other enterprise, or employee benefit plan. This
indemnification shall, to the extent permitted by law, be against judgments,
penalties, fines, settlements and reasonable expenses actually incurred in
connection with such investigation, action, suit or proceeding but if the person
is found liable to the Corporation or is found liable on the basis that personal
benefit was improperly received by the person, indemnification shall be limited
to reasonable expenses actually incurred by the person in connection with the
proceeding and shall not be made in respect of any proceedings in which the
person shall have been found liable for willful or intentional misconduct in the
performance of his duty to the Corporation. A person acting in his official
capacity as a director of the Corporation must have conducted himself in good
faith and reasonably believed his actions to have been in the Corporation's best
interests. A person acting in any other capacity must have conducted himself in
good faith and reasonably have believed his actions were not opposed to the
Corporation's best interests. In the case of any criminal proceeding,
indemnification requires that the person indemnified have had no reasonable
cause to believe his conduct was unlawful.
Any indemnification under this Section shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification is proper because the director, officer, employee or agent has
met the applicable standard of conduct as set forth in the laws of the State of
Texas, and the amount of indemnification (before or after termination of the
proceedings) shall be made only as set forth in the laws of the State of Texas.
Such determinations shall be made as set forth in the laws of the State of
Texas.
Any indemnification of or advance of expenses to any officer,
director, employee, or agent of the Corporation shall be reported in writing to
the shareholders with or before the notice or waiver of notice of the next
shareholder's meeting or with or before the next submission to shareholders of a
consent to action without a meeting pursuant to Section 3.14 hereof and, in any
case, within the twelve-month period immediately following the date of the
indemnification or advance.
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Any right of indemnification granted by this Section 6.10 shall be
in addition to and not in lieu of any other such right to which any director or
officer of the Corporation may at any time be entitled under the law of the
State of Texas; and if any indemnification which would otherwise be granted by
this Section 6.10 shall be disallowed by any competent court or administrative
body as illegal or against public policy, then any director or officer with
respect to whom such adjudication was made, and any other officer or director,
shall be indemnified to the fullest extent permitted by law and public policy,
it being the express intent of the Corporation to indemnify its officers,
directors, employees and agents to the fullest extent possible in conformity
with these bylaws, all applicable laws, and public policy.
SECTION 6.11. INDEMNITY INSURANCE. The Corporation may purchase and
maintain insurance or another arrangement on behalf of a person who is or was a
director, officer, employee or agent of the Corporation or who is or was serving
at the request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise, against any liability asserted
against him and incurred by him in such capacity or arising out of his status as
such a person, whether or not the Corporation would have the power to indemnify
him against that liability under these bylaws or the laws of the State of Texas.
If the insurance or other arrangement is with a person or entity that is not
regularly engaged in the business of providing insurance coverage, the insurance
or arrangement may provide for payment of a liability with respect to which the
Corporation would not have the power to indemnify the person only if the
shareholders of the Corporation approve the inclusion of coverage for the
additional liability.
SECTION 6.12. MEETINGS BY TELEPHONE. Subject to the provisions
required or permitted by these bylaws or the laws of the State of Texas for
notice of meetings, shareholders, members of the board of directors, or members
of any committee designated by the board of directors may participate in and
hold any meeting required or permitted under these bylaws by telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in a meeting pursuant to this
Section shall constitute presence in person at such a meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE VII
AMENDMENTS
----------
SECTION 7.1. AMENDMENTS. These bylaws may be altered, amended, or
repealed, or new bylaws may be adopted, by a majority of the board of directors
at any duly held meeting of directors, provided that notice of such proposed
action shall have been contained in the notice of any such meeting, unless the
articles of incorporation or the laws of the State of Texas reserve the power
exclusively to the shareholders in whole or in part, or the shareholders in
amending, repealing or
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adopting a particular bylaw expressly provide that the board of directors may
not amend or repeal that bylaw. Unless the articles of incorporation or a bylaw
adopted by the shareholders provides otherwise as to all or some portion of the
Corporation's bylaws, the holders of a majority of the shares represented at any
duly held meeting of the shareholders, provided that notice of such proposed
action shall have been contained in the notice of any such meeting, may amend,
repeal or adopt the Corporation's bylaws.
CERTIFICATE BY SECRETARY
The undersigned, being the secretary of Pinnacle Global Group, Inc.,
hereby certifies that the foregoing code of bylaws was duly adopted by the
directors of said corporation effective on October 1, 1998.
IN WITNESS WHEREOF, I have signed this certification on this the 1st
day of October, 1998.
/s/ LORI H. DYER
Lori H. Dyer, Secretary
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