EXHIBIT 3.2
BYLAWS
OF
WORK INTERNATIONAL CORPORATION
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of Work International
Corporation (the "Corporation") will be in Houston, Texas. The Board of
Directors of the Corporation (the "Board of Directors") may elect to relocate
the principal office of the Corporation from time to time as it shall deem
necessary and proper.
Section 2. Other Offices. The Corporation may also have offices at such
other places as the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. All meetings of the stockholders will be
held at the principal office of the Corporation, or at such other place as may
be determined by the Board of Directors and stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. An annual meeting of Stockholders shall be
held for the election of directors at such date, time and place as may be
designated by resolution of the Board of Directors from time to time; provided
that each successive annual meeting shall be held on a date within 13 months
after the date of the preceding annual meeting. 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 stockholder
of the Corporation. For business to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a stockholder'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 stockholder 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 stockholders or the date on which it is first
disclosed to the public. A stockholder's notice to the Secretary shall set forth
as to each matter the stockholder 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 stockholder proposing such proposal,
(c) the class and number of shares of the Corporation that are beneficially
owned by the stockholder, and (d) any material interest of the stockholder in
such business. In addition, if the stockholder'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 2. 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. Notice of Annual Meeting. Written or printed notice of the
annual meeting, stating the place, day and hour thereof, will be served upon or
mailed to each stockholder entitled to vote thereat at such address as appears
on the books of the Corporation, not less than ten days nor more than sixty days
before the date of the meeting.
Section 4. Special Meeting. Except as otherwise required by law or the
Articles of Incorporation, special meetings of the stockholders of the
Corporation may be called only by the Chairman of the Board of Directors (the
"Chairman of the Board"), the Chief Executive Officer, the President, the Board
of Directors by the written order of a majority of the entire Board of
Directors, or upon the written request of stockholders owning not less than
fifty percent of the shares of capital stock of the Corporation issued,
outstanding and entitled to vote at such meeting delivered to the President or
Secretary that states the purpose or purposes of the proposed meeting.
Section 5. Notice of Special Meeting. Written notice of a special meeting
of stockholders, stating the place, day and hour and purpose or purposes
thereof, will be served upon or mailed to each stockholder entitled to vote
thereat at such address as appears on the books of the Corporation, not less
than ten days nor more than sixty days before the date of the meeting.
Section 6. Business at Special Meeting. Business transacted at all special
meetings will be confined to the purpose or purposes stated in the notice.
Section 7. Stockholder List. At least ten days before each meeting of
stockholders, a complete list of the stockholders 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, will be prepared by the
Secretary. Such list, for a period of ten days prior to such meeting, will be
kept on file at the registered office of the Corporation and will be subject to
inspection by any stockholder at any time during usual business hours. Such list
will also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any stockholder during the whole time of
the meeting.
Section 8. Quorum. The holders of at least one-half of the shares of
capital stock issued and outstanding and entitled to vote thereat, represented
in person or by proxy, will constitute a
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quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by law, the Articles of Incorporation or these
Bylaws. If, however, such quorum is not present or represented at any meeting
of the stockholders, the stockholders entitled to vote thereat, represented in
person or by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At any such adjourned meeting at which a quorum is
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 9. Voting. Unless otherwise provided by law, the Articles of
Incorporation or these Bylaws, each stockholder will have one vote for each
share of stock having voting power, registered in his name on the books of the
Corporation. When a quorum is present at any meeting, the vote of the holders of
a majority of the shares having voting power represented in person or by proxy
and voted for or against or expressly abstained on any question will decide such
question brought before such meeting, unless the question is one upon which, by
express provision of law, the Articles of Incorporation or these Bylaws, a
different vote is required, in which case such express provision will govern and
control the decision of such question. In the case of a matter submitted for a
vote of the stockholders as to which a stockholder approval requirement is
applicable under the stockholder approval policy of any stock exchange or
quotation system on which the capital stock of the Corporation is traded or
quoted, the requirements under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or any provisions of the Internal Revenue Code, in each
case for which no higher voting requirement is specified by the Texas Business
Corporation Act (the "TBCA"), the Articles of Incorporation or these Bylaws, the
vote required for approval shall be the requisite vote specified in such
stockholder approval policy, the Exchange Act or Internal Revenue Code
provision, as the case may be (or the highest such requirement if more than one
is applicable). Unless otherwise provided in the Articles of Incorporation or
these Bylaws in accordance with the TBCA, directors shall be elected by a
plurality of the votes cast by the holders of outstanding shares of capital
stock of the Corporation entitled to vote in the election of directors at a
meeting of stockholders at which a quorum is present.
Section 10. Proxies. At any meeting of the stockholders every stockholder
having the right to vote will be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder or his duly
authorized attorney in fact and bearing a date not more than eleven months prior
to said meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers. The business and affairs of the Corporation will be
managed by a Board of Directors. The Board of Directors may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
law, by the Articles of Incorporation or these Bylaws directed or required to be
exercised or done by the stockholders.
Section 2. Number of Directors. The number of directors which constitute
the whole Board of Directors will be no more than twelve, as such number shall
be determined by resolution
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of the Board of Directors from time to time; provided, however, that no decrease
in the number of directors shall have the effect of shortening the term of any
incumbent director; provided further, however, that from and after the first
date as of which the Corporation has a class or series of capital stock
registered under the Exchange Act, the number of directors which shall
constitute the whole Board of Directors shall be not less than three.
Section 3. Nomination. 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 stockholders (a) by or at the direction
of the Board of Directors or (b) by any stockholder of the Corporation who is a
stockholder 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 stockholders shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholder'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 stockholder 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
stockholders 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
stockholders or the date on which it is first disclosed to the public. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
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 stockholder giving the notice
(i) the name and address, as they appear on the Corporation's books, of such
stockholder and (ii) the class and number of shares of the Corporation which are
beneficially owned by such stockholder and which are owned of record by such
stockholder; 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 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 stockholder'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 3 and he shall so declare to the meeting,
and the defective nomination shall be disregarded.
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Section 4. Election and Term. Subject to the requirements of the Articles
of Incorporation, the directors of each class shall be elected at the annual
meeting of stockholders, except as provided in Section 5, and each director
elected shall hold office until the expiration of his term and until his
successor shall be elected and shall qualify. Directors need not be residents of
Texas or stockholders of the Corporation.
Section 5. Vacancies. If any vacancy occurs in the Board of Directors
caused by death, resignation, retirement, disqualification, or removal from
office of any director, or otherwise, or if any new directorship is created by
an increase in the authorized number of directors, a majority of the directors
then in office, though less than a quorum, or a sole remaining director, may
choose a successor or fill the newly created directorship; and a director so
chosen shall hold office until his term expires and until his successor shall be
duly elected and shall qualify, unless sooner displaced.
Section 6. Resignation; Removal. Any director may resign at any time.
Unless otherwise prescribed by law or the Articles of Incorporation, a director
may be removed from office only for cause and then only by the affirmative vote
of the holders of at least a majority of the voting power of all outstanding
shares of capital stock of the Corporation generally entitled to vote in the
election of directors, voting together as a single class. Except as may
otherwise be provided by law, cause of removal of a director shall be deemed to
exist only if: (i) the director whose removal is proposed has been convicted, or
where a director is granted immunity to testify where another has been
convicted, of a felony by a court of competent jurisdiction and such conviction
is no longer subject to direct appeal; (ii) such director has been found by the
affirmative vote of a majority of the entire Board of Directors at any regular
or special meeting of the Board of Directors called for that purpose or by a
court of competent jurisdiction to have been grossly negligent or guilty of
misconduct in the performance of his duties to the Corporation in a matter of
substantial importance to the Corporation; or (iii) such director has been
adjudicated by a court of competent jurisdiction to be mentally incompetent,
which mental incompetency directly affects his ability as a director of the
Corporation.
Section 7. Compensation. Directors, as such, shall receive such
compensation for their services and such reimbursement of expenses as shall be
determined by the Board of Directors.
ARTICLE IV
MEETINGS OF THE BOARD
Section 1. First Meeting. The Board of Directors may hold its first
meeting for the purpose of organization and the transaction of business, if a
quorum is present, immediately after and at the same place as the annual meeting
of the stockholders, and no notice of such meeting shall be necessary; or the
Board of Directors may meet at such place and time as is fixed by the consent in
writing of all the directors.
Section 2. Regular Meetings. Regular meetings of the Board of Directors
may be held at such time and place either within or without the State of Texas
and with such notice or without notice as is determined from time to time by the
Board of Directors.
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Section 3. Special Meetings. Special meetings of the Board of Directors
may be called by the President or the Chairman of the Board on one days notice
to each director, either personally or by mail or telegram. Special meetings
will be called by the President or the Chairman of the Board in like manner and
on like notice upon the written request of a majority of the Board of Directors.
Section 4. Quorum and Voting. At all meetings of the Board of Directors, a
majority of the directors will be necessary and sufficient to constitute a
quorum for the transaction of business; and the act of a majority of the
directors present at any meeting at which there is a quorum will be the act of
the Board of Directors, except as may be otherwise specifically provided by law,
the Articles of Incorporation or these Bylaws. If a quorum is not present at any
meeting of directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum is present.
Section 5. Telephone Meetings. The Board of Directors may hold meetings in
any manner permitted by law. Without limitation, at any meeting of the Board of
Directors, a director may attend by telephone, radio, television, interactive
media or similar means of communication by means of which all participants can
hear each other which permits him to participate in the meeting, and a director
so attending will be deemed present at the meeting for all purposes including
the determination of whether a quorum is present.
Section 6. Action by Written Consent. Any action required or permitted to
be taken by the Board of Directors or any committee of the Board of Directors
under applicable statutory provisions, the Articles of Incorporation, or these
Bylaws, may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all the members of the Board of Directors or
such committee, as the case may be, and filed with the minutes of the meetings
of the Board of Directors or such committee, as the case may be.
ARTICLE V
COMMITTEES
Section 1. Committees of Directors. The Board of Directors may establish
an Audit Committee and a Compensation Committee, and may establish an Executive
Committee and such other committees as may be established by resolution of a
majority of the whole Board of Directors. Each of such committees shall consist
of one or more members of the Board of Directors and shall have a chairman that
is selected by the Board of Directors. Members of committees of the Board of
Directors shall be elected annually by vote of a majority of the Board of
Directors. The Chief Executive Officer shall be an ex-officio nonvoting member
of each committee (except the Audit and Compensation Committees) of which he is
not an official voting member. With respect to any committee (including the
Audit and Compensation Committees) of which the Chief Executive Officer is not
an official voting member, the Chief Executive Officer shall be given notice of
all committee meetings at the same time notice is given to committee members,
and the Chief Executive Officer shall be afforded the opportunity to speak at
the committee meeting. Presence of a majority of the committee members (not
counting any ex-officio nonvoting members) shall constitute a quorum. Committees
may act by majority vote of the voting members present at a meeting. Each of
such
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committees shall have and may exercise such of the powers of the Board of
Directors in the management of the business and affairs of the Corporation as
may be provided in these Bylaws or by resolution of the Board of Directors. Each
of such committees may authorize the seal of the Corporation to be affixed to
any document or instrument. The Board of Directors may designate one or more
directors as alternate members of any such committee, who may replace any absent
or disqualified member at any meeting of such committee. Meetings of committees
may be called by the chairman of the committee by written, telegraphic or
telephonic notice to all members of the committee and the Chief Executive
Officer and shall be at such time and place as shall be stated in the notice of
such meeting. Any member of a committee may participate in any meeting by means
of conference telephone or similar communications equipment. In the absence or
disqualification of a member of any committee the chairman of such committee
may, if deemed advisable, appoint another member of the Board of Directors to
act at the meeting in the place of the disqualified or absent member. The
chairman of the committee may fix such other rules and procedures governing
conduct of meetings as he shall deem appropriate.
Section 2. Executive Committee. The Board of Directors, by resolution
adopted by a majority of the whole Board of Directors, may designate two or more
directors to constitute an Executive Committee, which committee, to the extent
provided in such resolution, will have and may exercise all of the authority of
the Board of Directors in the business and affairs of the Corporation, and may
have power to authorize the seal of the Corporation to be affixed to all papers
which may require it, except where action by the Board of Directors is specified
by law. The Executive Committee will keep regular minutes of its proceedings and
report the same to the Board of Directors when required.
Section 3. Audit Committee. The Audit Committee shall consist of not less
than two members of the Board of Directors. The Audit Committee shall be
responsible for recommending to the entire Board of Directors engagement and
discharge of independent auditors of the financial statements of the
Corporation, shall review the professional service provided by the independent
auditors, shall review the independence of independent auditors, shall review
with the auditors the plan and results of the auditing engagement, shall
consider the range of audit and non-audit fees, shall review the adequacy of the
Corporation's system of internal audit controls, shall review the results of
procedures for internal auditing and shall consult with the internal auditor of
the Corporation with respect to all aspects of the Corporation's internal
auditing program. In addition, the Audit Committee shall direct and supervise
special investigations as deemed necessary by the Audit Committee.
Section 4. Compensation Committee. The Compensation Committee shall
consist of not less than two members of the Board of Directors. The Compensation
Committee shall recommend to the Board of Directors the compensation to be paid
to officers and key employees of the Corporation and the compensation of the
Board of Directors. Except as otherwise provided in any specific plan adopted by
the Board of Directors, the Compensation Committee shall be responsible for
administration of executive compensation plans, stock option plans and other
forms of direct or indirect compensation of officers and key employees, and each
member of the Compensation Committee shall have the power and authority to
execute and bind the Corporation to such
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documents, agreements and instruments related to such plans and compensation as
are approved by the Compensation Committee. In the alternative, the
Compensation Committee may authorize any officer of the Corporation to execute
such documents, agreements and instruments on behalf of the Corporation. In
addition, the Compensation Committee shall review levels of pension benefits and
insurance programs for officers and key employees.
Section 5. Other Committees. The Board of Directors may similarly create
other committees for such terms and with such powers and duties as the Board of
Directors deems appropriate except as provided to the contrary by law, the
Articles of Incorporation, or these Bylaws.
Section 6. Advisory Directors. The Board of Directors may, by majority
vote, appoint one or more advisory directors. Advisory directors shall serve at
the Board of Directors' convenience solely to advise the Board of Directors, and
shall have no formal responsibilities. No advisory director shall be entitled to
vote at meetings of the Board of Directors, nor shall any advisory director be
counted when determining whether there is a quorum at meetings of the Board of
Directors. Advisory directors shall not be, by virtue of their position as
advisory directors, agents of the Corporation, and they shall not have the power
to bind the Corporation.
ARTICLE VI
NOTICES
Section 1. Methods of Notice. Whenever any notice is required to be given
to any stockholder or director under the provisions of any law, the Articles of
Incorporation or these Bylaws, it will not be construed to require personal
notice, but such notice may be given in writing by mail addressed to such
stockholder or director at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be deposited in the United States mail with postage thereon prepaid.
Notice to directors may also be given by telegram, by facsimile, by telephone or
in person, and notice given by such means shall be deemed given at the time it
is delivered.
Section 2. Waiver of Notice. Whenever any notice is required to be given
to any stockholder or director under the provisions of any law, the Articles of
Incorporation or these Bylaws, a waiver thereof in writing signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, will be deemed equivalent to the giving of such notice. Attendance at
any meeting will constitute a waiver of notice thereof except as otherwise
provided by law.
ARTICLE VII
OFFICERS
Section 1. Executive Officers. The officers of the Corporation will
consist of President, Vice President, Treasurer, and Secretary, each of whom
shall be elected by the Board of Directors. The Board of Directors may also
elect a Chairman of the Board, a Chief Executive Officer, additional
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vice presidents, and one or more assistant secretaries and assistant treasurers.
Any two or more offices may be held by the same person.
Section 2. Election and Qualification. The Board of Directors at its first
meeting after each annual meeting of stockholders will elect the President, one
or more Vice Presidents, a Secretary and a Treasurer, none of whom need be a
member of the Board of Directors.
Section 3. Other Officers and Agents. The Board of Directors may elect or
appoint such other officers, assistant officers and agents as it deems
necessary, who will hold their offices for such terms and shall exercise such
powers and perform such duties as determined from time to time by the Board of
Directors.
Section 4. Salaries. The salaries of all officers of the Corporation will
be fixed by the Board of Directors except as otherwise directed by the Board of
Directors.
Section 5. Term, Removal and Vacancies. The officers of the Corporation
will hold office until their resignation or their successors are chosen and
qualify. Any officer, agent or member of the Executive Committee elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors; provided, however, that such removal shall be without prejudice to
the contract rights, if any, of such removed party. If any such office becomes
vacant for any reason, the vacancy will be filled by the Board of Directors.
Section 6. Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at meetings of the Board of Directors and stockholders
and shall have such other powers and duties as may from time to time be
prescribed by duly adopted resolutions of the Board of Directors.
Section 7. Chief Executive Officer. The Chief Executive Officer, if one is
elected, shall preside at meetings of the Board of Directors and stockholders if
there is no Chairman of the Board, and shall supervise and have overall
responsibility for the business, administration and operations of the
Corporation. In general, he shall perform all duties as from time to time may be
assigned to him by the Board of Directors. He shall from time to time make such
reports of the affairs of the Corporation as the Board of Directors may require.
Section 8. President. The President shall, subject to the Board of
Directors, have general executive charge, management and control of the
properties and operations of the Corporation in the ordinary course of its
business with all such powers with respect to such responsibilities including
the powers of general manager; and the president shall see that all orders and
resolutions of the Board of Directors are carried into effect. The president
shall have such other powers and duties as may from time to time be prescribed
by duly adopted resolution of the Board of Directors.
Section 9. Vice President. The Vice Presidents in the order determined by
the Board of Directors will, in the absence or disability of the President,
perform the duties and exercise the powers of the President, and will perform
such other duties as the Board of Directors and President may prescribe.
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Section 10. Secretary. The Secretary will attend all meetings of the Board
of Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose and will
perform like duties for the standing committees when required. He will give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and will perform such other duties as may be
prescribed by the Board of Directors and President. He will keep in safe custody
the seal of the Corporation and, when authorized by the Board of Directors,
affix the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an assistant secretary.
Section 11. Assistant Secretaries. The assistant secretaries in the order
determined by the Board of Directors will perform, in the absence or disability
of the Secretary, the duties and exercise the powers of the Secretary and will
perform such other duties as the Board of Directors and President may prescribe.
Section 12. Treasurer. The Treasurer will have the custody of the corporate
funds and securities and will keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and will deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He will
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and will render to the
Board of Directors and President, whenever they may require it, an account of
all of his transactions as Treasurer and of the financial condition of the
Corporation.
Section 13. Assistant Treasurers. The Assistant Treasurers in the order
determined by the Board of Directors, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and will
perform such other duties as the Board of Directors and President may prescribe.
Section 14. Officer's Bond. If required by the Board of Directors, any
officer will give the Corporation a bond (to be renewed as the Board of
Directors may require) in such sum and with such surety or sureties as is
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.
ARTICLE VIII
SHARES AND STOCKHOLDERS
Section 1. Certificates Representing Shares. The certificates representing
shares of capital stock of the Corporation will be numbered and entered in the
books of the Corporation as they are issued. They will exhibit the holder's name
and number of shares and will be signed by the Chief Executive Officer,
President or Vice-President and the Secretary or an Assistant Secretary. The
signature of any such officer may be facsimile if the certificate is
countersigned by a transfer agent or registered by a registrar, other than the
Corporation itself or an employee of the Corporation. In
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case any officer who has signed or whose facsimile signature has been placed
upon such certificate has ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issuance.
Section 2. Transfer of Shares. Upon surrender to the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it will be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books. Notwithstanding
the foregoing, no transfer will be recognized by the Corporation if such
transfer would violate federal or state securities laws, the Articles of
Incorporation, or any stockholders' agreements which may be in effect at the
time of the purported transfer. The Corporation may, prior to any such transfer,
require an opinion of counsel to the effect that any such transfer does not
violate applicable securities laws requiring registration or an exemption from
registration prior to any such transfer.
Section 3. Fixing Record Date. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of stockholders for any other proper purpose, the Board
of Directors may provide that the stock transfer books be closed for a stated
period but not to exceed, in any case, sixty days. If the stock transfer books
are closed for the purpose of determining stockholders entitled to notice of or
to vote at a meeting of stockholders, such books must be closed for at least 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 stockholders, such date, in any case, to be not more
than sixty days and, in case of a meeting of stockholders, not less than ten
days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, or stockholders
entitled to receive payment of a 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 dividend is adopted, as the case may be, will be the record date
for such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as herein
provided, such determination will 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 4. Registered Stockholders. The Corporation is entitled to
recognize the exclusive right of a person registered on its books as the owner
of the share to receive dividends, and to vote as such owner, and for all other
purposes as such owner; and the Corporation is not bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it has express or other notice thereof, except
as otherwise provided by the laws of Texas.
Section 5. Lost Certificate. The Board of Directors may direct a new
certificate or certificate to be issued in place of any certificate or
certificate theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person
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claiming the certificate to be lost or destroyed. When authorizing such issue
of a new certificate or certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificate, or his legal
representatives, to advertise the same in such manner as it shall require and/or
give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
ARTICLE IX
GENERAL
Section 1. Dividends. The Board of Directors may from time to time
declare, and the Corporation pay, dividends on its outstanding shares of capital
stock in cash, in property, or in its own shares, except when the declaration or
payment thereof would be contrary to law, the Articles of Incorporation or these
Bylaws. Such dividends may be declared at any regular or special meeting of the
Board of Directors, and the declaration and payment will be subject to all
applicable provisions of law, the Articles of Incorporation and these Bylaws.
Section 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems 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 of Directors may determine to be in the
interest of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.
Section 3. Directors' Annual Statement. The Board of Directors will
present at each annual meeting and when called for by vote of the stockholders
at any special meeting of the stockholders, a full and clear statement of the
business and condition of the Corporation.
Section 4. Checks. All checks or demands for money and notes of the
Corporation will be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 5. Corporate Records. The Corporation will keep at its registered
office or principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders giving the names and addresses of all
stockholders and the number and class of shares held by each. All other books
and records of the Corporation may be kept at such place or places within or
without the State of Texas as the Board of Directors may from time to time
determine.
Section 6. Seal. The corporate seal will have inscribed thereon the name
of the Corporation. The seal may be used by causing it or a facsimile thereof to
be impressed, affixed or reproduced.
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Section 7. Amendment. The Board of Directors shall have the exclusive
power to make, alter, amend and repeal the Bylaws. Any Bylaws made by the Board
of Directors under the powers conferred hereby may not be altered, amended or
repealed by the stockholders.
Section 8. Indemnification. Each director, officer and former director or
officer of the Corporation, and any person who may have served or who may
hereafter serve at the request of the Corporation as a director or officer of
another corporation in which it owns shares of capital stock or of which it is a
creditor, is hereby indemnified by the Corporation against expenses actually and
necessarily incurred by him in connection with the defense of any action, suit
or proceeding in which he is made a party by reason of being or having been such
director or officer, except in relation to matters as to which he shall be
adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification will not be deemed
exclusive of any other rights to which such director, officer or other person
may be entitled under any agreement, vote of stockholders, or otherwise. Without
limitation, nothing in this section shall limit any indemnification provisions
in the Articles of Incorporation.
Section 9. Election Not to be Governed by Part Thirteen of the TBCA. The
Corporation expressly elects not to be governed by the provisions of Part
Thirteen of the TBCA.
I, the undersigned Secretary of Work International Corporation, hereby
certify that the foregoing is a true and correct copy of the Bylaws of said
Corporation, adopted by the written consent of the Board of Directors of the
Corporation on the 4th day of September, 1997.
/s/ Richard K. Reiling
---------------------------
Richard K. Reiling,
Secretary
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