EXHIBIT 3.8
AMENDMENTS TO THE BYLAWS
OF
CARRIAGE SERVICES, INC.
December 18, 2000
The following amendments to the Amended and Restated Bylaws of Carriage
Services, Inc., a Delaware corporation (the "Corporation"), originally adopted
on July 2, 1996 (the "Bylaws"), were adopted by the Board of Directors of the
Corporation on December 18, 2000:
1. Section 2.3 of the Bylaws is hereby amended in its entirety so that, as
amended, said Section 2.3 shall read as follows:
"2.3 Place of Meetings. An annual meeting of stockholders may be
held at any place within or without the State of Delaware designated by
the board of directors. A special meeting of stockholders may be held at
any place within or without the State of Delaware designated in the notice
of the meeting or a duly executed waiver of notice of such meeting. The
board of directors, in its sole discretion, may determine that meetings of
stockholders be held by means of remote communication, provided that the
Corporation implement reasonable measures to (i) verify the attendance and
eligibility of remote participants, (ii) provide participants a reasonable
opportunity to participate and vote, and (iii) record the votes and other
actions taken by remote participants during the meeting."
2. Section 2.4 of the Bylaws is hereby amended in its entirety so that, as
amended, said Section 2.4 shall read as follows:
"2.4 Notice. Written or printed notice stating the place, day, and
time of each meeting of the stockholders, the means of remote
communication, if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at such meeting, and, in case of a
special meeting, the purpose or purposes for which the meeting is called
shall be delivered not less than ten nor more than 60 days before the date
of the meeting, whether personally, by mail, or by a form of electronic
transmission to each stockholder of record entitled to vote at such
meeting. If such notice is to be sent by mail, it shall be directed to
such stockholder at his address as it appears on the records of the
Corporation, unless he shall have filed with the Secretary of the
Corporation a written request that notices to him be mailed to some other
address, in which case it shall be directed to him at such other address.
Notice sent by a form of electronic transmission shall be deemed given:
(i) if by facsimile telecommunication, when directed to a number at which
the stockholder has consented to receive notice, (ii) if by electronic
mail, when directed to an electronic mail address at which the stockholder
has consented to receive notice; (iii) if by a posting on an electronic
network together with a separate notice to the stockholder
of such specific posting, upon the later of (A) such posting and (B) the
giving of such separate notice; or (iv) if by any other form of electronic
transmission, when directed to the stockholder. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who
shall attend such meeting in person or by proxy and shall not, at the
beginning of such meeting, object to the transaction of any business
because the meeting is not lawfully called or convened, or who shall,
either before or after the meeting, submit a proper waiver of notice.
Proper waiver of notice shall either be in writing and signed by the
person entitled to notice, or transmitted electronically by the person
entitled to notice."
3. Section 2.5 of the Bylaws is hereby amended in its entirety so that, as
amended, said Section 2.5 shall read as follows:
"2.5 Voting List. At least ten days before each meeting of
stockholders, the Secretary or other officer of the Corporation who has
charge of the Corporation's stock ledger, either directly or through
another officer appointed by him or through a transfer agent appointed by
the board of directors, shall prepare a complete list of stockholders
entitled to vote thereat, arranged in alphabetical order and showing the
address of each stockholder and number of shares registered in the name of
each stockholder. For a period of at least 10 days prior to such meeting,
such list shall be open to examination either (i) on a reasonably
accessible electronic network, provided that the information required to
gain access to such list is provided with notice of the meeting, or (ii)
at the principal place of business of the Corporation during ordinary
business hours. If the meeting is to be held at a place, then the list
shall be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is
present. If the meeting is to be held solely by means of remote
communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably
accessible electronic network, and the information required to access such
list shall be provided with notice of the meeting. In the event that the
Corporation determines to make the list available on an electronic
network, the Corporation may take reasonable steps to ensure that such
information is available only to stockholders of the Corporation."
4. Section 2.6 of the Bylaws is hereby amended in its entirety so that, as
amended, said Section 2.6 shall read as follows:
"2.6 Quorum. The holders of a majority of the outstanding shares
entitled to vote on a matter, present in person or by proxy, shall
constitute a quorum at any meeting of stockholders, except as otherwise
provided by law, the certificate of incorporation of the Corporation, or
these by-laws. For the purposes of these bylaws, a stockholder or proxy
holder not physically present at a meeting of stockholders may be deemed
present in person at that meeting by means of remote communication,
provided that the Corporation implement reasonable measures to verify his
or her attendance and eligibility. If a quorum shall not be present, in
person or by proxy, at any meeting of stockholders, the stockholders
entitled to vote thereat who are
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present, in person or by proxy, or, if no stockholder entitled to vote is
present, any officer of the Corporation may adjourn the meeting from time
to time, without notice other than announcement at the meeting (unless the
board of directors, after such adjournment, fixes a new record date for
the adjourned meeting), until a quorum shall be present, in person or by
proxy. At any adjourned meeting at which a quorum shall be present, in
person or by proxy, any business may be transacted which may have been
transacted at the original meeting had a quorum been present; provided
that, if the adjournment is for more than 30 days or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting."
5. Section 2.8 of the Bylaws is hereby amended in its entirety so that, as
amended, said Section 2.8 shall read as follows:
"2.8 Method of Voting; Proxies. At any meeting of stockholders,
every stockholder having the right to vote may vote either in person or by
a proxy executed in writing by the stockholder or by his duly authorized
attorney-in-fact. If authorized by the board of directors, such
requirement of a written ballot shall be satisfied by a ballot submitted
by electronic transmission, provided that any such electronic transmission
must either set forth or be submitted with information from which it can
be determined that the electronic transmission was authorized by the
stockholder or proxy holder. Each such proxy shall be filed with the
Secretary or an Assistant Secretary of the Corporation before or at the
time of the meeting. No proxy shall be valid after three years from the
date of its execution, unless otherwise provided in the proxy. If no date
is stated in a proxy, such proxy shall be presumed to have been executed
on the date of the meeting at which it is to be voted. Each proxy shall be
revocable unless expressly provided therein to be irrevocable and coupled
with an interest sufficient in law to support an irrevocable power or
unless otherwise made irrevocable by law."
6. Section 5.1 of the Bylaws is hereby amended in its entirety so that, as
amended, said Section 5.1 shall read as follows:
"5.1 Method. Whenever by statute, the certificate of incorporation
of the Corporation, or these by-laws, notice is required to be given to
any committee member, director, or stockholder and no provision is made as
to how such notice shall be given, personal notice shall not be required
and any such notice may be given (a) in writing, by mail, postage prepaid,
addressed to such committee member, director, or stockholder at his
address as it appears on the books (or in the case of a stockholder, the
stock transfer records of the Corporation), (b) by a form of electronic
transmission, or (c) by any other method permitted by law (including but
not limited to overnight courier service or telegram). Any notice required
or permitted to be given by mail shall be deemed to be delivered and given
upon the time when the same is deposited in the United States; provided
that, with respect to any notice given to a director by mail, the
Corporation shall telefax or send by overnight courier a copy of such
notice (the "Concurrent Mail Notice"), on the same day that such notice
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is deposited in the mail, to a fax number or street address previously
provided by a director in writing to the Corporation; and provided
further, however, that failure of a director to receive the Concurrent
Mail Notice shall not affect the validity of the notice given by mail. Any
notice given by a form of electronic transmission, including but not
limited to facsimile telecommunication, electronic mail, or posting on an
electronic network, shall be deemed to be delivered if consented to by the
stockholder to whom notice is given. Any such consent shall be revocable
by the stockholder by written notice to the Corporation. Such consent
shall be deemed revoked if the Corporation is unable to deliver two
consecutive notices by electronic transmission, and such inability becomes
known to the Corporation or its transfer agent. Any notice required or
permitted to be given by overnight courier service shall be deemed to be
delivered and given upon the time delivered to such service with all
charges prepaid and addressed as aforesaid; provided that, with respect to
any notice given to a director by overnight courier service, the
Corporation shall telefax a copy of such notice (the "Concurrent Courier
Notice"), on the same day that such notice is deposited with the courier
service, to a fax number previously provided by a director in writing to
the Corporation; and provided further, however, that failure of a director
to receive the Concurrent Courier Notice shall not affect the validity of
the notice given by overnight courier service. Any notice required or
permitted to be given by telegram, telex, or telefax to be delivered and
given upon the time transmitted as aforesaid."
7. Section 5.2 of the Bylaws is hereby amended in its entirety so that, as
amended, said Section 5.2 shall read as follows:
"5.2 Waiver. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute,
the certificate of incorporation of the Corporation, or these by-laws, a
waiver thereof either (i) in writing and signed by the person or person
entitled to such notice, or (ii) by a form of electronic transmission by
the person entitled to notice, whether before or after the time stated
therein, shall be equivalent to the giving of such notice. Attendance of a
stockholder, director, or committee member at a meeting shall constitute a
waiver of notice of such meeting, except where such person attends for the
express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened."
8. Section 8.8 of the Bylaws is hereby amended in its entirety so that, as
amended, said Section 8.8 shall read as follows:
"8.8 Meetings by Remote Communication. Stockholders (acting for
themselves or through a proxy), members of the board of directors, and
members of a committee of the board of directors may participate in and
hold a meeting of such stockholders, board of directors, or committee by
means of remote communication, including but not limited to a conference
telephone, videoconference transmission, internet chat room, or similar
communications capability, provided that the Corporation implement
reasonable measures to (i) verify the attendance and
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eligibility of remote participants, (ii) provide participants a reasonable
opportunity to participate and vote, and (iii) record the votes and other
actions taken by remote participants during the meeting. Participation in
a meeting pursuant to this section shall constitute presence in person at
such 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."
9. Section 8.9 of the Bylaws is hereby amended in its entirety so that, as
amended, said Section 8.9 shall read as follows:
"8.9 Action Without a Meeting. Unless otherwise restricted by the
certificate of incorporation of the Corporation or by these by-laws, any
action required or permitted to be taken at a meeting of the stockholders
of the Corporation, the board of directors, or of any committee of the
board of directors, may be taken without a meeting if a consent or
consents in writing, setting forth the action so taken, shall be signed by
the number of stockholders required by law or the certificate of
incorporation of the Corporation, all the directors or all the committee
members, as the case may be, entitled to vote with respect to the subject
matter thereof, and such consent shall have the same force and effect as a
vote of such stockholders, directors or committee members, as the case may
be, and may be stated as such in any certificate or document filed with
the Secretary of State of the State of Delaware or in any certificate
delivered to any person. Such consent or consents shall be filed with the
minutes of proceedings of the stockholders, board or committee, as the
case may be. An electronic transmission, including but not limited to a
telegram, cablegram, or facsimile telecommunication, shall be deemed to be
written, signed, and dated for the purposes of this section, provided that
any such transmission is delivered with information from which the
Corporation can determine (a) that the transmission was transmitted by the
stockholder or proxy holder or by a person or persons authorized to act on
his or her behalf, and (b) the date on which the transmission was
transmitted, as that date shall be deemed to be the date on which the
consent was signed. However, for an electronic transmission to be deemed a
valid consent, such transmission must be (i) reproduced in paper form and
(ii) delivered to the registered office of the Corporation in the State of
Delaware, its principal place of business, or to an officer or agent of
the Corporation having custody of its minute books. Any copy, facsimile,
or other reliable reproduction of the entire original written consent may
be used in lieu of the original writing."
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