AMERICREDIT CORP.
BYLAW AMENDMENTS
adopted August 28, 1997
1. AMENDMENT TO BYLAWS TO REQUIRE ADVANCE WRITTEN NOTICE OF NOMINATION
OF DIRECTORS.
New Section 11 is added to Article II of the Bylaws:
Section 11. STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES.
(1) 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 Bylaw, 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 Bylaw.
(2) 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 90 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 10th day following the earlier of the date on which notice of the
date of the meeting was mailed or public disclosure was made, 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 10th day following the earlier of
the day on which notice of the date of the meeting was mailed or public
disclosure was made. 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 Securities Exchange Act of 1934, as amended (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 also 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.
(3) No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth
in this Bylaw. The Chairman 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 these Bylaws, and if he
should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded. Notwithstanding the
foregoing provisions of this Bylaw, a stockholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with respect to the
matters set forth in this Bylaw.
2. AMENDMENT TO BYLAWS TO REQUIRE ADVANCE WRITTEN NOTICE OF MATTERS
TO BE BROUGHT BEFORE THE STOCKHOLDERS.
New Section 12 is added to Article III of the Bylaws:
Section 12. NOTICE OF STOCKHOLDER BUSINESS
(1) At an annual meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting (a)
pursuant to the Corporation's notice of meeting, (b) by or at the
direction of the Board of Directors or (c) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of the
notice provided for in this Bylaw, who shall be entitled to vote at such
meeting and who complies with the notice procedures set forth in this
Bylaw.
(2) For business to be properly brought before an annual meeting
by a stockholder pursuant to clause (c) of paragraph 1 of this Bylaw,
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 not less than 60 days nor more than 90 days
prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the meeting is
changed by more than 30 days from such anniversary date, notice by the
stockholder to be timely must be received no later than the close of
business on the 10th day following the earlier of the day on which
notice of the date of the meeting was mailed or public disclosure was
made. A stockholder's notice to the secretary shall set forth, as to
each matter the stockholder proposes to being before the meeting (a) a
brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (b)
the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business, and the name and address of the
beneficial owner, if any, on whose behalf the proposal is made, (c) the
class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder of record and by the
beneficial owner, if any, on whose behalf the proposal is made and (d)
any material interest of such stockholder of record and the beneficial
owner, if any, on whose behalf the proposal is made in such business.
(3) Notwithstanding anything 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 Bylaw. The Chairman of the
meeting shah, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting and in
accordance with the procedures prescribed by these Bylaws, and if he
should so determine, he shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted. Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this
Bylaw.
3. AMENDMENT TO BYLAWS TO DELETE REQUIREMENT THAT SHAREHOLDERS BE
PROVIDED WITH WRITTEN NOTICE OF AMENDMENTS TO THE BYLAWS.
Section I under Article IX of the Bylaws is hereby amended by
DELETING the following sentence from such Section:
"Where the Bylaws are amended or repealed by the Board of Directors,
a notice of such change, setting forth the nature thereof, shall be
mailed to each shareholder at the address which shall appear upon the
books of the corporation, within ten (10) days after such amendment
or repeal."
WHEREAS, the foregoing Bylaw Amendments were adopted by the Board of
Directors of AmeriCredit Corp. on this the 28th day of August, 1997.
--------------------------------------
Chris A. Choate
Secretary
FIRST AMENDMENT
TO
BYLAWS
OF
AMERICREDIT CORP.
By Resolution No. 2 adopted by unanimous written consent of the Board of
Directors at a Special Meeting Held Effective as of January 8, 1988, the
Board of Directors of AMERICREDIT CORP. amended Section 1 of Article III of
the Bylaws of the corporation to specify that the number of directors shall
be not less than three (3) nor more than fifteen (15). Subsequently, at the
Annual Meeting of the Shareholders of the Corporation held on January 19,
1988, the Shareholders also adopted and ratified the same Amendment to the
Bylaws of the Corporation. Accordingly, Section 1 of Article III of the
Bylaws is hereby amended to read as follows:
"Section 1. NUMBER. The number of directors constituting the
entire Board of Directors of the Company shall be not less than three (3),
nor more than fifteen (15)."
Dated this the ____ day of January, 1988.
AMERICREDIT CORP.
By:
----------------------------
A. W. Pierce, III
Its Secretary
B Y L A W S
OF
AMERICREDIT CORP.
ARTICLE I
OFFICES
Section 1. Principal OFFICES. The principal office of this corporation
shall be maintained at 4304 Kirkland Drive, Fort Worth, Texas 76109, which
shall be the headquarters for the transaction of all business, but, in the
discretion of the Board of Directors, the location of the principal office
may change from time to time and branch offices may be established at other
places.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholders of
this corporation shall be held at the principal office of the corporation, on
the fourth Wednesday in September of each year, beginning with the year 1989,
at 10:00 a.m., or at such time and place within or without the state of Texas
as may be designated by the Board of Directors, at which meeting directors
shall be selected for the current year and such other business transacted as
may properly come before said meeting.
SECTION 2. SPECIAL MEETINGS. All special meetings of shareholders shall
be held at the principal office of the corporation or at any place designated
in the notice upon call by a majority of the directors, or upon written
request signed by shareholders holding one-tenth (1/10) of the voting stock
of the corporation, or at the call of the President. No other business shall
be transacted thereat except by unanimous consent of all the shareholders
present, whether in person or by proxy.
SECTION 3. NOTICE OF MEETINGS. Written or printed notice stating
the-date, place and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than fifty (50) days before the
date of the meeting, either personally or by mail, by or at the direction of
the President, the Secretary or the officer or person 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 share-holder at his address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid.
SECTION 4. QUORUM. The presence at any meeting, in person or by proxy,
of the holders of record of a majority of the shares then issued and
outstanding and entitled to vote shall be necessary and sufficient to
constitute a quorum for the transaction of business, except where provided
otherwise by statute.
SECTION 5. ADJOURNMENTS. In the absence of a quorum, a majority in
interest of the shareholders entitled to vote, present in person or by proxy,
or, if no shareholder entitled to vote is
present in person or by proxy, any officer entitled to preside or act as
secretary of such meeting, may adjourn the meeting from time to time until a
quorum shall be present.
SECTION 6. VOTING. Directors shall be chosen by a plurality of the
votes cast at the election, and, except where otherwise provided by statute,
all other questions shall be determined by a majority of the votes cast on
such question. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to vote at a meeting of
share-holders, except where provided otherwise by statute or the articles of
incorporation of the corporation. only such persons shall be permitted to
vote at any meeting of shareholders, either in person or by proxy, as shall
have appeared on the books of the corporation as shareholders thereof for at
least ten (10) days prior to such meeting.
SECTION 7. PROXIES. Any shareholder entitled to vote may vote by a
proxy, provided that the instrument authorizing such proxy to act shall have
been executed in writing (which shall include telegraphing or cabling) by the
shareholder himself or by his duly authorized attorney. 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 expressly
provided therein to be irrevocable and unless otherwise made irrevocable by
law.
SECTION 8. JUDGES OF ELECTION. The Board of Directors may appoint
judges of election to serve at any election of directors and at balloting on
any other matter that may properly come before a meeting of shareholders. If
no such appointment shall be made, or if any of the judges so appointed shall
fail to attend, or refuse or be unable to serve, then such appointment may be
made by the presiding officer at the meeting.
SECTION 9. INFORMAL ACTION. Any action required by law to be taken at a
meeting of the shareholders of a 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 all
of the shareholders entitled to vote with respect to the subject matter
thereof, and such consent shall have the same force and effect as a unanimous
vote of shareholders, and may be stated as such in any articles or document
filed with the Secretary of State.
SECTION 10. PARTICIPATION IN MEETING. Shareholders may participate in
and hold a meeting of such shareholders by means of conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other, and participation in a meeting pursuant
to this Section 10 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.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER. The number of directors which shall constitute the
whole Board of Directors shall be fixed from time to time by resolution of
the Board of Directors or shareholders (any such resolution of either the
Board of Directors or shareholders being subject to any later resolution of
either of them), but shall not be less than three (3) nor more than fifteen
(15) and the original directors
shall be those specified in the Articles of Incorporation, and shall serve
until the next annual election of directors or until their successors are
appointed and qualified. The number of directors may be increased or
decreased from time to time by amendment to these Bylaws as provided in
ARTICLE IX hereof.
SECTION 2. ELECTION AND TERM OF OFFICE. The directors shall be
elected at the annual meeting of the shareholders. Each director (whether
elected at an annual meeting or to fill a vacancy or otherwise) shall
continue in office until his successor shall have been elected or until his
earlier death, resignation or removal in the manner hereinafter provided.
SECTION 3. VACANCIES AND ADDITIONAL DIRECTORSHIPS. If any vacancy
shall occur among the directors for any reason, the vacancy may be filled by
action of a majority of the remaining directors at any annual or special
meeting or, in default of such meetings or action of the remaining directors
thereat, may be filled by the shareholders at any annual or special meeting.
Any directorship to be filled by reason of an increase in the number of
directors shall be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in
office. In the event the entire Board of Directors shall resign or die, any
shareholder of the corporation may call a special shareholders' meeting in a
manner provided in 'ARTICLE II, Section 2 hereof, at which meeting a new
Board of Directors may be elected, but no other business shall be transacted
except as set forth in said notice.
SECTION 4.- REMOVAL. Any director or the entire Board of Directors
may be removed at any meeting of shareholders called expressly for that
purpose, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors. Any director may
be removed by a majority vote of the Board of Directors at any regular
meeting or special meeting called for that purpose.
SECTION 5. RESIGNATION. Any director may resign at any time by
giving written notice of such resignation to the Board of Directors, the
President, any Vice President or the Secretary. Any such resignation shall
take effect at any time specified therein, or, if no time be specified, upon
receipt thereof by the Board of Directors or one of the above named officers;
and, unless specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
SECTION 6. ANNUAL OR SPECIAL MEETINGS. An annual meeting of the
Board of Directors shall be held at the termination of the annual meeting of
the shareholders, for the purpose of electing officers and for the
transaction of such other business as may properly come before the meeting.
Special meetings of the Board may be called by the President upon one (1)
day's notice, verbally, or in writing; and such special meeting shall be
called by the Secretary upon written request of any director. At any annual
or special meeting of the Board, a chairman of the meeting and a secretary of
the meeting shall be elected.
SECTION 7. PLACE OF MEETING. All meetings of the Board of
Directors shall be held at the principal office of the corporation, but may
be held, on notice given to each director, at any place designated in such
notice, either within or without the State of Texas.
SECTION 8. QUORUM. At any annual or special meeting of the Board of
Directors, a majority of the Board of Directors shall constitute a quorum for
the transaction of business. The majority of voices shall decide the vote of
the Board at any annual or special meeting.
SECTION 9. INFORMAL ACTION. Any action required by law to be taken
at a meeting of the Board of Directors of a corporation, or any action which
may be taken at a meeting of the Board of Directors, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the Board of Directors, and such consent
shall have the same force and effect as a unanimous vote of the Board of
Directors, and may be stated as such in any document or instrument filed with
the Secretary of State.
SECTION 10. PARTICIPATION IN MEETING. Members of the Board of
Directors may participate in and hold a meeting of such Board by means of
conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 10 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.
ARTICLE IV
COMMITTEES OF THE BOARD
SECTION 1. DESIGNATION, POWER, ALTERNATE MEMBERS AND TERM OF
OFFICE. The Board of Directors may, by resolution passed by a majority of
the whole Board, designate one or more committees, each committee to consist
of two or more of the directors of the Corporation. Any such committee, to
the extent provided in such resolution and to the extent allowed by law,
shall have and may exercise the power of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it.
The Board may designate one or more directors as alternate members of any
committee, who, in the order specified by the Board, may replace any absent
or disqualified member at any meeting of the committee. If at a meeting of
any committee one or more of the members thereof should be absent or
disqualified, and if either the Board of Directors has not so designated any
alternate member or members, or the number of absent or disqualified members
exceeds the number of alternate members who are present at such meeting, then
the member or members of such committee (including alternates) present at any
meeting and not disqualifed from voting, whether or not he or they constitute
a quorum, may unanimously appoint another director to act at the meeting in
the place of any such absent or disqualified member. The term of office of
the members of each committee shall be as fixed from time to time by the
Board, subject to these Bylaws; provided, however, that any committee member
who ceases to be a member of the Board shall ipso facto cease to be a
committee member. Each committee shall appoint a secretary, who may be the
Secretary of the Corporation or any Assistant Secretary thereof.
SECTION 2. MEETINGS, NOTICES AND RECORDS. Each committee may
provide for the holding of regular meetings, with or without notice, and may
fix the time and place at which such meetings shall be held. Special
meetings of each committee shall be held upon call by or at the direction of
its chairman, or, if there is no chairman, by or at the direction of any two
of its members, at the time and place specified in the respective notices or
waivers of notice thereof. Notice of each special meeting of a committee
shall be mailed to each member of such committee, addressed to him at his
residence or usual place of business, at least two days before the day on
which the meeting is to be held, or shall be sent by telegram, radio or
cable, addressed to him at such place, or telephoned or delivered to him
personally, not later than the day before the day on which the meeting is to
be held. Notice of any meeting of a committee need not be given to any
member thereof who shall attend the meeting in person or who shall
waive notice thereof by telegram, radio, cable or other writing. Notice of
any adjourned meeting need not be given. Each committee shall keep a record
of its proceedings.
SECTION 3. QUORUM AND MANNER OF ACTING. At each meeting of any
committee the presence of one-third but not less than two of its members then
in office shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the members present at
any meeting at which a quorum is present shall be the act of such committee;
in the absence of a quorum, a majority of the members present at the time and
place of any meeting may adjourn the meeting from time to time until a quorum
shall be present. Subject to the foregoing and other provisions of these
Bylaws and except as otherwise determined by the Board of Directors, each
committee may make rules for the conduct of its business. Any determination
made in writing and signed by all the members of such committee shall be as
effective as if made by such committee at a meeting.
SECTION 4. RESIGNATIONS. Any member of a committee may resign at
any time by giving written notice of such resignation to the Board of
Directors, the Chairman of the Board, the President or the Secretary of the
Corporation. Unless otherwise specified in such notice, such resignation
shall take effect upon receipt thereof by the Board or any such officer.
SECTION 5. REMOVAL. Any member of any committee may be removed at
any time by the Board of Directors with or without cause.
SECTION 6. VACANCIES. If any vacancy shall occur in any committee
by reason of death, resignation, disqualification, removal or otherwise, the
remaining members of such committee, though less than a quorum, shall
continue to act until such vacancy is filled by the Board of Directors.
SECTION 7. COMPENSATION. Committee members shall receive such
reasonable compensation for their services as such, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as
the Board of Directors may from time to time determine. Nothing herein
contained shall be construed to preclude any committee member from serving
the Corporation in any other capacity and receiving compensation therefor.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a
President, one or more Vice Presidents, a Secretary, a Treasurer and, if the
Board of Directors so determines, a Chairman of the Board, and such other
officers as may be appointed in accordance with the provisions of Section 3
of this ARTICLE V.
SECTION 2. ELECTION AND TERM OF OFFICE. Each officer (except such
officers as may be appointed in accordance with the provisions of section 3
of this ARTICLE V) shall be elected by the Board of Directors. The Board of
Directors may combine any two or more offices to be held by the same person.
Each officer (whether elected at the first meeting of the Board of Directors
after the annual meeting of shareholders or to fill a vacancy or otherwise)
shall hold his office until the first meeting of the Board of Directors after
the next annual meeting of shareholders and until his successor shall have
been elected, or until his death, or until he shall have resigned in the
manner provided in Section 4 of this ARTICLE V or shall have been removed in
the manner provided in Section 5 of this ARTICLE V.
SECTION 3. SUBORDINATE OFFICERS AND AGENTS. The Board of Directors
from time to time may appoint other officers or agents (including one or more
Assistant Vice Presidents, one or more Assistant Secretaries and one or more
Assistant Treasurers) to hold office for such period, have such authority and
perform such duties as are provided in these Bylaws or as may be provided in
the resolutions appointing them. The Board of Directors may delegate to any
officer or agent the power to appoint any such subordinate officers or agents
and to prescribe their respective terms of office, authorities and duties.
SECTION 4. RESIGNATIONS. Any officer may resign at any time by
giving written notice of such resignation to the Board of Directors, the
President, a Vice President or the Secretary. Unless otherwise specified in
such written notice, such resignation shall take effect upon receipt thereof
by the Board of Directors or any such officer.
SECTION 5. REMOVAL. Any officer specifically designated in Section
1 of his ARTICLE V may be removed at any time, either with or without cause,
at any meeting of the Board of Directors by the vote of a majority of all the
directors then in office. Any officer or agent appointed in accordance with
the provisions of section 3 of this ARTICLE V may be removed, either with or
without cause, by the Board of Directors at any meeting, by the vote of a
majority of the directors at such meeting, or by any superior officer or
agent upon whom such power of removal shall have been conferred by the Board
of Directors.
SECTION 6. VACANCIES. A vacancy in any office by reason of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed by these Bylaws
for regular election or appointment to such office.
SECTION 7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of
the corporation shall be either the Chairman of the Board or the President,
as the Board of Directors shall determine. Subject to the direction of the
Board of Directors, he shall have general charge of the business, affairs and
property of the corporation and general supervision over its officers and
agents. As such Chief Executive Officer, if present, he shall preside at all
meetings of shareholders and he shall see that all orders and resolutions of
the Board of Directors are carried into effect. He may sign, with any other
officer thereunto duly authorized, certificates of stock of the corporation,
the issuance of which shall have been duly authorized (the signature to which
may be a facsimile signature), and may sign and execute in the name of the
corporation deeds, mortgages, bonds, contracts, agreements or other
instruments duly authorized by the Board of Directors except in cases where
the signing and execution thereof shall be expressly delegated by the Board
of Directors to some other officer or agent. From time to time he shall
report to the Board of Directors all matters within his knowledge which the
interest of the corporation may require to be brought to its attention. He
shall also perform such other duties as are given to him by these Bylaws or
as from time to time may be assigned to him by the Board of Directors.
SECTION 8. THE CHAIRMAN OF THE BOARD. The Chairman of the Board,
if one is appointed, shall preside at all meetings of the directors and shall
have such other powers and duties as shall be prescribed by the Board of
Directors. The Chairman of the Board shall be a member, ex officio, of all
committees appointed by the Board.
SECTION 9. THE PRESIDENT. The President, in the absence of the
Chairman of the Board, shall perform the duties and exercise the powers of
the Chairman of the Board; he shall have such power as may be by statute
exclusively conferred upon the President and he shall have such other powers
and duties as shall be prescribed by the Board of Directors. The President
shall be a member, ex officio, of all committees appointed by the Board.
SECTION 10. THE VICE PRESIDENTS. At the request of the President
or in his absence or disability, the Vice President designated by the
President (or in the absence of such designation, the Vice President
designated by the Board of Directors) shall perform all 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 Vice President may also sign, with
any other officer thereunto duly authorized, certificates of stock of the
corporation, the issuance of which shall have been duly authorized (the
signature to which may be a facsimile signature), and may sign and execute in
the name of the corporation deeds, mortgages, bonds and other instruments
duly authorized by the Board of Directors, except in cases where the signing
and execution thereof shall be expressly delegated by the Board of Directors
to some other officer or agent. Each Vice President shall perform such other
duties as are given to him by these Bylaws or as from time to time may be
assigned to him by the Board of Directors or the Chief Executive officer.
SECTION 11. THE SECRETARY. The Secretary shall
(a) record all the proceedings of the meetings of the shareholders,
the Board of Directors, and any committees in a book or books to be kept
for that purpose;
(b) cause all notices to be duly given in accordance with the
provisions of these Bylaws and as required by statute;
(c) whenever any committee shall be appointed in pursuance of a
resolution of the Board of Directors, furnish the chairman of such
committee with a copy of such resolution;
(d) be custodian of the records and of the seal of the
corporation, and cause such seal to be affixed to all certificates
representing stock of the corporation prior to the issuance thereof
and to all instruments the execution of which on behalf of the
corporation under its seal shall have been duly authorized;
(e) see that the lists, books, reports, statements, certificates
and other documents and records required by statute are properly kept
and filed;
(f) have charge of the stock and transfer books of the
corporation, and exhibit such stock book at all reasonable times to
such persons as are entitled by statute to have access thereto;
(g) sign (unless the Treasurer or an Assistant Secretary or an
Assistant Treasurer shall sign) certificates representing stock of the
corporation the issuance of which shall have been duly authorized (the
signature to which may be a facsimile signature); and
(h) in general, perform all duties incident to the office of
Secretary and such other duties as are given to him by these Bylaws or as
from time to time may be assigned to him by the Board of Directors or the
Chief Executive officer.
SECTION 12. ASSISTANT SECRETARIES. At the request of the
Secretary or in his absence or disability, the Assistant Secretary designated
by him (or in the absence of such designation, the Assistant Secretary
designated by the Board of Directors or the Chief Executive officer) shall
perform all the duties of the Secretary, and, when so acting, shall have all
the powers of and be subject to all restrictions upon the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time
may be assigned to them respectively by the Board of Directors, the Chief
Executive Officer or the Secretary.
SECTION 13. THE TREASURER. The Treasurer shall
(a) have charge of and supervision over and be responsible for
the funds, securities, receipts and disbursements of the corporation;
(b) cause the moneys and other valuable effects of the
corporation to be deposited in the name and to the credit of the
corporation in such banks or trust companies or with such bankers or
other depositories as the Board of Directors may select or to be
otherwise dealt with in such manner as the Board of Directors may
direct;
(c) cause the funds of the corporation to be disbursed by checks
or drafts upon the authorized depositories of the corporation, and
cause to be taken and preserved proper vouchers for all moneys
disbursed;
(d) render to the Board of Directors or the Chief Executive
Officer, whenever requested, a statement of the financial condition of
the corporation and of all his transactions as Treasurer;
(e) cause to be kept at the corporation's principal office
correct books of account of all its business and transactions and such
duplicate books of account as he shall determine and upon application
cause such books or duplicates thereof to be exhibited to any
director;
(f) be empowered, from time to time, to require from the
officers or agents of the corporation reports or statements giving
such information as he may desire with respect to any and all
financial transactions of the corporation;
(g) sign (unless the Secretary or an Assistant Secretary or an
Assistant Treasurer shall sign) certificates representing stock of the
corporation the issuance of which shall have been duly authorized (the
signature to which may be a facsimile signature); and
(h) in general, perform all duties incident to the office of
Treasurer and such other duties as are given to him by these Bylaws or
as from time to time may be assigned to him by the Board of Directors
or the Chief Executive Officer.
SECTION 14. ASSISTANT TREASURERS. At the request of the Treasurer
or in his absence or disability, the Assistant Treasurer designated by him
(or in the absence of such designation, the Assistant
Treasurer designated by the Board of Directors or the Chief Executive
Officer) shall perform all the duties of the Treasurer, and, when so acting,
shall have all the powers and be subject to all restrictions upon the
Treasurer. The Assistant Treasurers shall perform such other duties as from
time to time may be assigned to them respectively by the Board of Directors,
the Chief Executive Officer or the Treasurer.
SECTION 15. SALARIES. The salaries of the officers of the
corporation shall be fixed from time to time by the Board of Directors,
except that the Board of Directors may delegate to any person the power to
fix the salaries or other compensation of any officers or agents appointed in
accordance with the provisions of Section 3 of this ARTICLE V. No officer
shall be prevented from receiving such salary by reason of the fact that he
is also a director of the corporation.
SECTION 16. SURETY BONDS. If the Board of Directors shall so
require, any officer or agent of the corporation shall execute to the
corporation a bond in such sum and with such surety or sureties as the Board
of Directors may direct, conditioned upon the faithful discharge of his
duties, including responsibility for negligence and for the accounting for
all property, funds or securities of the corporation which may come into his
hands.
ARTICLE VI
CAPITAL STOCK
SECTION 1. SUBSCRIPTIONS. Subscriptions to the capital stock of
the corporation shall be paid in such manner and at such time as the Board of
Directors may require, and failure to pay any installment when required shall
work a forfeiture of the stock so in arrears. No stock, however, shall be
declared forfeited by the directors until after notice in writing shall have
been given to such shareholder in person or by mail directed to his last
address as the same appears upon the books of the company which notice shall
require the shareholder to make payment at the time and place specified in
such notice, and stating that if he fails to make such payment his stock and
all dividends thereon will be forfeited for the use of the corporation, which
notice must be given at least thirty (30) days prior to the date such stock
will be declared forfeited.
SECTION 2. PAYMENT. The Board of Directors may in its discretion
accept property, real or personal, in payment for stock and may issue stock
in consideration of labor performed.
SECTION 3. CERTIFICATES. Certificates of stock shall be numbered in
the order issued and shall be signed by the President and countersigned by
the Secretary and shall bear the imprint of the corporate seal. All
certificates shall be bound in book form and shall be issued therefrom
consecutively, and on the stub of such book shall be entered the name and
address of the person owning the shares represented by each certificate
issued, with a statement of the number of shares represented by such
certificate and the date of its issuance. No certificate shall be issued for
any share of stock until such share has been fully paid up.
SECTION 4. TRANSFERS. Transfers of shares shall be made only on
the books of the corporation by the holder in person,, and if made by any
other person his authority to do so shall be evidenced by power of attorney
from the owner; and no certificate shall be issued until the older
certificates have been surrendered and canceled. All certificates returned
or exchanged shall be
immediately marked "canceled" and the date of such cancellation noted on such
certificate by the Secretary, and the certificate thus canceled shall be
pasted into said book opposite the stub bearing memoranda of its original
issuance.
SECTION 5. LOST CERTIFICATE. In the event an original certificate
shall have been lost by the shareholder it shall be the privilege of the
corporation to demand an adequate bond of indemnity before issuing stock, by
the owner; and where there shall be conflicting claim as to the ownership of
stock the corporation may refuse to make a transfer until such conflicting
claims shall have been adjusted by litigation or otherwise.
SECTION 6. DIVIDENDS. Dividends may be declared and paid out of
the net profits of the corporation whenever in the judgment of the Board of
Directors such dividends may be declared without impairing the corporation's
business operations. The Board of Directors may, if it deems it in the best
interest of the corporation, declare no dividends but permit the profits to
accumulate for use in the corporation's business or to enable it to purchase
any of its own capital stock.
ARTICLE VII
SEAL
SECTION 1. SEAL. The seal of the corporation shall bear the full
corporate name of the corporation, with the word "Seal" noted thereon;
provided, however, that if the full corporate name is too long, it may be
abbreviated in the seal.
ARTICLE VIII
INDEMNITY FOR OFFICERS AND DIRECTORS
SECTION 1. INDEMNIFICATION. The corporation agrees to indemnify
each person who is an officer or director of the corporation or any person
who was an officer or director of the corporation against expenses which such
person has reasonably incurred, including, but not limited to, attorneys'
fees in connection with any action, suit, or proceeding in which such person
has or may be made a party by reason of his having been such director or
officer, except in relation to such matters as to which he shall be adjudged
in such action, suit or proceedings to have been derelict in the performance
of his duty as such director or officer; provided, however, that in the event
of the settlement of such action, suit or proceeding such person shall be
indemnified by the corporation against such expense incurred by such person
only to such extent, if any, as may be determined in or in connection with
such settlement, and then only if such determination shall have been approved
by a court of competent jurisdiction or by resolution duly adopted by a
majority of the whole Board of Directors of the corporation, and no director
included in such majority shall have or shall at any time have had any
financial interest adverse to the corporation in the action, suit or
proceeding or the subject matter or the outcome thereof. The foregoing right
of indemnification shall not be exclusive of other rights to which any person
who is a director or officer of the corporation may be entitled as a matter
of law or otherwise, nor shall it be a derogation of the liability of such
officer and director as imposed by the Texas Business Corporation Act.
ARTICLE IX
AMENDMENTS
SECTION 1. AMENDMENT BY BOARD OF DIRECTORS. The Board of Directors
shall have power to make, amend, or repeal these Bylaws by vote of a majority
of all the directors at any annual or special meeting, provided notice of
intention to make such changes at said meeting shall have been previously
given to each director, and may be made without such notice by a unanimous
vote of all directors. Where the Bylaws are amended or repealed by the Board
of Directors, a notice of such change, setting forth the nature thereof,
shall be mailed to each shareholder at the address which shall appear upon
the books of the corporation, within ten (10) days after such amendment or
repeal.
SECTION 2. AMENDMENT BY SHAREHOLDERS. These Bylaws shall be
subject to amendment, alteration or repeal at any annual meeting of the
shareholders or at any special meeting called for that purpose.
ATTEST:
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Secretary