Exhibit 3(b)
AMENDED AND RESTATED BYLAWS
OF
HALLMARK FINANCIAL SERVICES, INC.
ARTICLE 1.
OFFICES
Section 1. Principal Office. The principal office of the Corporation
shall be in Dallas, Texas, or at such other place as the Board of Directors
by resolution may from time to time determine. The Corporation shall
maintain a resident agent in Nevada.
Section 2. Other Offices. The Corporation may also have offices at
such other places both in and outside the State of Nevada as the Board of
Directors may from time to time determine or the business of the Corporation
may require.
ARTICLE II.
SHAREHOLDERS
Section 1. Place of Shareholder Meetings. Meetings of the
Corporation's shareholders, both annual and special, shall be held at such
place, in or outside the State of Nevada, as determined by resolution of the
Board of Directors.
Section 2. Annual Meetings. Annual meetings of the Corporation's
shareholders shall ordinarily be held at 10:00 a.m. on the third Monday of
May of each year, if not a legal holiday, and it a legal holiday, on the
next business day. At each annual meeting the shareholders shall elect a
Board of Directors and transact such other business as may properly be
brought before the meeting. Any annual shareholders meeting may be held on a
date different than that specified if the Board of Directors so determines
and so states in the notice of the meeting.
Section 3. Special Meetings. Special meetings of the shareholders
may be called at any time by the President or the Board of Directors, and
shall be called by the President or the Secretary at the request in writing
of the holders of not less than 10% of the Corporation's issued and
outstanding shares which are entitled to vote at the meeting. Such request
shall state the purposes of the meeting, and business conducted at the
meeting shall be confined to the purposes stated in the notice.
Section 4. Notice. Written or printed notice stating the place, day
and hour of any shareholders 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 10 nor more than 60 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 the meeting. If mailed, a notice shall be
deemed to be delivered when deposited in the United States mail, postage
prepaid, addressed to the shareholder at the shareholder's address as it
appears on the stock transfer books of the Corporation.
Section 5. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or entitled
to receive payment of any dividend or, except as provided in Section 11 of
this Article, in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a date as the
record date for any such determination. Such date in any case shall not be
more than 60 days and, in case of a meeting of shareholders, not less than
10 days prior to the date on which the particular action requiring such
determination is made. The stock transfer books of the Corporation shall not
be closed for the purpose of making a determination of shareholders under
this Section. For purposes of determining the shareholders entitled to vote
or to receive a dividend, if no record date is fixed for the determination
of shareholders, the date on which the notice of the meeting is mailed, or
the date on which the resolution declaring a dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting has been made as provided herein, such determination shall apply to
any adjournment thereof.
Section 6. List of Shareholders. The officer or agent of the
Corporation having charge of its stock transfer books shall make, at least
10 days before each meeting of the shareholders, a complete list of the
shareholders entitled to vote at the meeting, arranged in alphabetical
order, with the address of and the number of shares held by each. The list
shall be kept on file at the registered office of the Corporation for 10
days prior to the meeting, and shall be subject to inspection by any
shareholder at any time during usual business hours. The list shall also be
produced and kept open at the meeting and shall be prima facie evidence as
to the identity of the shareholders entitled to examine the list or transfer
books or to vote at the meeting.
Section 7. Quorum. The holders of one-third (1/3) of the shares
entitled to vote at a meeting, present in person or represented by proxy,
shall constitute a quorum at all meetings of shareholders. If a quorum is
not present or represented at any meeting, the shareholders present in
person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum is present or represented. When a quorum is present or represented,
any business may be transacted that might have been transacted at the
meeting as originally notified. Once a quorum is constituted, the
shareholders present or represented by proxy at a meeting may continue
to transact business until adjournment, notwithstanding the subsequent
withdrawal of such number of shareholders as to leave less than a quorum.
Section 8. Voting. Except for the election of directors, the
affirmative vote of the holders of a majority of the shares present or
represented at a meeting and entitled to vote on, and actually voted for or
against, any matter at a meeting or any adjournment thereof at which a
quorum is present shall be the act of the shareholders unless a different
vote is required by these Bylaws, the Articles of Incorporation (as from
time to time amended) or Chapter 78 of the Nevada Revised Statutes (the
'NRS") or other law. Directors shall be elected by a plurality of the votes
cast by the holders of shares entitled to vote in the election of directors
at a meeting of shareholders or any adjournment thereof at which a quorum is
present.
Each shareholder shall be entitled to one vote in person or by proxy
for each share held by such shareholder. At each election for directors
every shareholder shall be entitled to vote, in person or by proxy, the
number of shares held by the shareholder for as many persons as there are
directors to be elected.
Every proxy must be executed in writing by the shareholder or by his
duly authorized attorney-infact and filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid
after six months from the date of its execution unless coupled with an
interest, or unless the person executing it specifies therein the length of
time for which it is to continue in force. In no event shall a proxy be
valid for more than seven years from the date of its execution. Each proxy
shall be revocable unless it expressly provides to be irrevocable or it is
otherwise made irrevocable by law. A proxy may be revoked either by
delivering to the Secretary of the Corporation an instrument revoking it, or
by filing with the Secretary of the Corporation a duly executed proxy
bearing a later date.
Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total number of
outstanding shares at any given time.
Section 9. Presence at Meetings by Means of Communications
Equipment. Subject to the requirements of Section 4 of this Article,
shareholders may participate in and hold a meeting of shareholders by means
of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other
simultaneously. Participation in a meeting held pursuant to this section
shall constitute presence in person at such meeting, except where a person
participates for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
Section 10. Action by Consent. Any action required or permitted to
be taken at a meeting of the shareholders may be taken without a meeting,
without prior notice and without a vote if a consent in writing (or
counterpart copies of the same consent), setting forth the action so taken,
is signed by shareholders entitled to vote with respect to the subject
matter thereof. A shareholder consent will be effective if signed by the
holders of shares having not less than the minimum number of votes necessary
to take such action at a meeting at which the holders of all shares entitled
to vote on the action were present and voted.
Section 11. Record Dates for Consents. Unless a record date has been
previously fixed pursuant to Section 5 of this Article, whenever shareholder
action is proposed to be taken by consent, the Board of Directors may fix a
record date for determining shareholders entitled to consent to the proposed
action, which shall not precede and shall not be more than 10 days after the
date the Board adopts the resolution fixing the record date. If the Board
does not fix a record date and prior Board action is not required by the
NRS, the record date for determining shareholders entitled to consent shall
be the first date on which a signed consent with respect to the proposed
action is delivered by hand or certified mail, return receipt requested, to
the Corporation at its principal place of business and addressed to the
attention of its President. Hand delivery will include transmission to a
telex or telephone facsimile terminal located in the Corporation's principal
off ice. If the Board does not fix a record date and prior Board action on
the subject matter of the consent is required by the NRS, the record date
for determining shareholders entitled to consent shall be the close of
business on the date the Board adopts a resolution taking the required
action.
Section 12. Formal Requirements for Consents. Every shareholder
consent shall show the date on which each signatory shareholder signed the
consent. No consent shall be effective unless, within 60 days after the date
of the earliest consent which is delivered to the Corporation, consents
signed by the holders of the minimum number of shares required to approve
the action in accordance with Section 1 of this Article are delivered to the
Corporation. To be effective, a consent delivered in accordance with this
Section must be delivered by hand or by certified or registered mail, return
receipt requested, to the Corporation at its principal place of business and
addressed to the attention of its President. If now or at anytime permitted
by Nevada law, hand delivery will include transmission to a telex or
telephone facsimile terminal located in the Corporation's principal office.
Section 13. Alternative Consent Forms. A telegram, telex, cablegram
or similar transmission by a shareholder, or a photographic, photostatic,
telephone facsimile or similar reproduction of a document signed by a
shareholder, shall satisfy the requirements of this Article for a consent to
be signed and in writing.
Section 14. Notification of Action by Consent. Prompt notice of any
shareholder action under this Article by less than unanimous shareholder
consent shall be given to shareholders who did not consent to the action in
writing. Notice given within five business days after the last required
consent is delivered to the Corporation will be regarded as prompt notice.
ARTICLE Ill.
DIRECTORS
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors (the 'Board'). The
Board may exercise all of the powers of the Corporation and do all such
lawful acts and things as are not by these By-Laws, the Articles of
Incorporation, the NRS or other law directed or required to be exercised or
done by the shareholders.
Section 2. Number of Directors. The number of directors of the
Corporation shall be fixed from time to time by resolution of the Board, but
in no event shall the number of directors be less than one nor more than
fifteen. Until otherwise fixed by resolution of the Board, the number of
directors shall be eight. No decrease in the number of directors shall have
the effect of reducing the term of any incumbent director. Directors shall
be elected at each annual meeting of shareholders or by shareholder consent
in lieu of an annual meeting executed in accordance with Article 11, Section
10, except as provided in Section 3 of this Article, and each director shall
hold office until the next annual meeting of shareholders or until his
successor is elected and qualifies. Directors need not be residents of the
State of Nevada or shareholders of the Corporation.
Section 3. Removal. Holders of not less than two-thirds (2/3RDS) of
the Corporation's issued and outstanding voting shares may, at any time,
with or without cause, remove from office any or all of the directors by
vote at any annual or special meeting called for that purpose, or by a
shareholder consent executed in accordance with Article 11, Section 10. A
director's removal shall be effective immediately upon such shareholder
action, even if a successor is not elected simultaneously.
Section 4. Vacancies. Any vacancy occurring in the Board may be
filled by the affirmative vote of a majority of the remaining directors,
even though the remaining directors constitute less than a quorum as fixed
by Section 9 of this Article. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor. Any directorship to be
filled by reason of an increase in the number of directors may also be
tilled by the directors or, at the discretion of the Board, by election at a
special meeting of shareholders called for that purpose or by a shareholder
consent executed in accordance with Article IV.
Section 5. Annual Meetings. The first meeting of each newly elected
Board shall be held, without further notice, immediately following the
annual meeting of the shareholders at the same place, unless, by unanimous
consent of the directors then elected and serving, such time or place is
changed.
Section 6. Regular and Special Meetings. The Board may hold
meetings, both regular and special, either in or outside the State of
Nevada.
Section 7. Time and Place of Regular Meetings. Regular meetings of
the Board may be held with or without notice at such time and place as the
Board may from time to time determine by resolution.
Section 8. Time and Place of Special Meetings. Special meetings of
the Board may be called by or at the request of the President or the
Secretary and shall be called by the President or Secretary at the written
request of a majority of the incumbent directors. The person or persons
authorized to call special meetings of the Board may fix the time and place
for holding any special meeting so called. Notice of any special meeting
shall be given at least 24 hours in advance, it given either personally
(including written notice delivered personally or by telephone or by
telefax) and at least 72 hours in advance if given by mail. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the Board need be specified in the notice or waiver of notice of
the meeting. If mailed, a notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid. The attendance of a
director at a meeting shall constitute a waiver of notice of the meeting,
except when a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened.
Section 9. Quorum and Voting. At all meetings of the Board, the
presence of a simple majority of the directors shall be necessary and
sufficient to constitute a quorum. The affirmative vote of a majority of the
directors present at any meeting at which a quorum is present shall be the
act of the Board. If a quorum is not present at any meeting, a majority of
the directors present may adjourn the meeting without notice other than an
announcement at the meeting, until a quorum is present.
Section 10. Executive and Other Committees. The Board may, by
resolution adopted by a majority of the full Board, designate from among its
members an Executive Committee and one or more other committees to consist
of one or more directors. Each such committee, to the extent provided in the
resolution which creates it, shall have and may exercise all of the
authority of the Board. However, no such committee shall have the authority
of the Board in reference to amending the Articles of Incorporation or these
By-Laws, approving a plan of merger or consolidation, recommending to the
shareholders the sale, lease, or exchange of all or substantially all of the
property and assets of the Corporation otherwise than in the ordinary course
of its business, recommending to the shareholders a voluntary dissolution of
the Corporation, filling vacancies in the Board or any such committee,
electing or removing officers or members of any such committee, fixing the
compensation of any member of such committee, or altering or repealing any
resolution of the Board. Unless expressly provided in the resolution which
creates a committee, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of capital stock of the
Corporation. All committees shall keep regular minutes or records of their
proceedings and report them to the Board when requested. Delegation of
authority to a committee shall not operate to relieve the Board or any
director of any responsibility imposed by law.
Section 11. Compensation of Directors. Directors, in their capacity
as directors, shall not receive any salary or compensation for their
services, but the Board may establish a fixed sum for attending meetings and
may authorize the reimbursement of expenses which directors incur to attend
Board meetings. Members of the Executive Committee and other special
committees may, by resolution of the Board, be allowed like reimbursement
for attending committee meetings. Nothing in this Section shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation for that service.
Section 12. Action by Unanimous Consent. Any action required or
permitted to be taken at any meeting of the Board or of any committee may be
taken without a meeting if a written consent, setting forth the action so
taken, is signed by all the members of the Board or the committee, as the
case may be. A written consent shall have the same force and effect as a
unanimous vote at a meeting.
Section 13. Presence at Meetings by Means of Communication
Equipment. Provided notice is given in accordance with Section 8 of this
Article or is waived, directors may participate in and hold a meeting of
the Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other simultaneously. Participation in a meeting held
pursuant to this Section shall constitute presence in person at such
meeting, except where a director participates for the express purpose of
objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened. Each person participating in the meeting
shall sign the minutes (or counterpart copies) thereof).
ARTICLE IV.
NOTICES
Section 1. Form of Notices. Whenever notice is required to be
given to any director, officer, shareholder or other person and no provision
is made in these By-Laws as to how the notice is to be given, such silence
shall not be construed to mean personal notice exclusively. Any such notice
may be given in writing, either by mail, postage prepaid, addressed to such
person at the address which appears on the books of the Corporation, or by
telephone facsimile transmission to a terminal whose telephone number has
been furnished to the Corporation by such person. Any notice required or
permitted to be given by mail shall be deemed to be given when deposited in
the United States mail, postage prepaid.
Section 2. Waivers of Notice. Whenever written notice is required
to be given to any director, officer, shareholder or other person, a written
waiver of notice signed by a person entitled to notice, whether before or
after the time stated in the notice, shall be equivalent to the giving of
proper notice.
ARTICLE V.
OFFICERS
Section 1. General. The elected officers of the Corporation shall
be a President, a Secretary and a Treasurer. The Board may also elect or
appoint a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers and such other
officers and assistant officers as may be deemed necessary, all of whom
shall also be officers. Any two or more offices may be held by the same
person.
Section 2. Election. The Board shall elect the officers of the
Corporation at each annual meeting of the Board. The Board may from time to
time elect or appoint such other officers and agents as it shall deem
necessary and shall determine the remuneration of all officers and agents.
The officers shall hold office until the earlier of their death,
resignation, or removal from office, or until their respective successors
are chosen and qualify. Except for the Chairman of the Board, officers need
not be members of the Board. Any officer or agent elected or appointed by
the Board may be removed, with or without cause, at any time by a majority
vote of the entire Board. Election or appointment of an officer or agent
shall not of itself create contract rights.
Section 3. Chairman of the Board. The Chairman of the Board, if one
is elected, must be an incumbent director and shall be the chief executive
officer of the Corporation, shall preside at all meetings of the directors
or shareholders, shall have responsibility for the general and active
management of the business of the Corporation, and shall see that all orders
and resolutions of the Board are carried into effect. The Chairman of the
Board and such other officers as the Board may determine shall execute all
contracts requiring a seal and shall execute any mortgages, conveyances or
other legal instruments in the name of and on behalf of the Corporation, but
this provision shall not prohibit the delegation of such powers by the
Chairman of the Board to some other agent or attorney-in-fact of the
Corporation.
Section 4. President. If a Chairman of the Board is elected, the
President shall be the chief operating officer of the Corporation, shall
generally assist the Chairman of the Board in the management of the
Corporation and shall perform the duties and exercise the powers delegated
by the Chairman of the Board or from time to time assigned by the Board. If
a Chairman of the Board is not elected, or in the absence or disability of
the Chairman of the Board, the President shall be the chief executive
officer of the Corporation and shall perform the duties and exercise the
powers otherwise assigned to the Chairman of the Board.
Section 5. Vice Presidents. Each Vice President, if any, shall
generally assist the President in the management of the corporation and
shall perform the duties and exercise the powers delegated by the Chairman
of the Board (if any) or the President, or from time to time assigned by the
Board. Each Vice President, in the order of seniority or in any other order
determined. by the Board, shall, in the absence or disability -of the
President, perform the duties and exercise the powers of the President.
Section 6. Secretary. The Secretary shall attend all meetings of
the Board and the shareholders, shall record all votes and actions taken,
and shall maintain the minutes or records of all such proceedings in a book
to be kept for that purpose. The Secretary shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the
Board, and shall perform such other duties as may be prescribed by the Board
and the President.
Section 7. Assistant Secretaries. Any Assistant Secretary shall, in
the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties as may be
prescribed by the Board and the President.
Section 8. Treasurer. The Treasurer shall perform such duties as
are from time to time assigned or delegated by the Chairman of the Board (if
any), the President or the Board. Unless the positions of chief financial
officer or chief accounting officer are assigned to other officers of vice
presidential or more senior rank, the Treasurer shall be the chief financial
and accounting Officer of the Corporation and, subject to the direction of
the President and the Board, shall have custody of all corporate funds and
securities, shall deposit all monies and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be
designated from time to time by the Board, shall manage the disbursements of
the Corporation's funds in satisfaction of its corporate obligations and in
a manner consistent with its business objectives, taking proper receipts or
vouchers for such disbursements, shall keep full and accurate records and
books of account of all the Corporation's receipts and disbursements, shall
render to the President and/or the Board upon request an accounting of all
the financial transactions taken on behalf of the Corporation and of the
financial condition of the Corporation, and shall be responsible for
planning and budgeting the Corporation's receipts, disbursements and capital
requirements.
Section 9. Assistant Treasurers. Any Assistant Treasurer shall, in
the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer and shall perform such other duties as may be
prescribed by the Board and the President.
Section 10. Bonding. If required by the Board, all or some of the
officers, employees or agents of the Corporation shall give the Corporation
a bond in such form, in such sum and with such surety or sureties as shall
be satisfactory to the Board, for the faithful performance of the duties of
their office or position and for the restoration to the Corporation, in case
of their death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property belonging to the
Corporation of whatever kind in their possession or under their custody or
control.
ARTICLE VI.
CERTIFICATES REPRESENTING SHARES
Section 1. Form of Certificates. The Corporation shall deliver
certificates representing all shares to which shareholders are entitled.
Certificates representing shares of the corporation shall be in such form as
shall be approved and adopted by the Board and shall be numbered
consecutively and entered in the books of the Corporation as they are
issued. Each certificate shall state on its face the Corporation's name,
that the Corporation is organized under the laws of the State of Nevada, the
name of the registered holder, the number, class of shares, and designation
of the series, if any, which the certificate represents, the par value of
the shares or a statement that the shares are without par value and such
other information as is required by the Articles of Incorporation, the NRS
or other law. Certificates shall be signed by the President and by the
Secretary. In case any officer who has signed a certificate ceases to be
such officer before the certificate has been delivered by the Corporation,
the certificate may nevertheless be issued and delivered as though a person
who signed it had not ceased to be such officer.
Section 2. Facsimile Signatures. Whenever any certificate is
countersigned or otherwise authenticated by a transfer agent or transfer
clerk, and by a registrar, then a facsimile of the signatures of the
officers or agents of the Corporation may be printed or lithographed upon
the certificate in lieu of the actual signatures. With respect to the use of
facsimile signatures, the Corporation may not act as its registrar of its
own stock.
Section 3. Lost Certificates. The Corporation may direct that a new
certificate be issued in place of any certificate alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate to be lost, stolen or destroyed. When
authorizing the issue of a new certificate, the Board, in its discretion and
as a condition precedent to the issuance thereof, may require the owner
of the lost, stolen or destroyed certificate, or the owner's legal
representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such form, in such sum, and with such
surety or sureties 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, stolen or destroyed.
Section 4. Transfer of Shares. Shares of stock shall be
transferable only on the books of the Corporation by the holder in person or
by his duly authorized attorney. Subject to compliance with any restrictions
on transfer conspicuously noted on any certificate, upon surrender to the
Corporation or to the transfer agent of the Corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation or the transfer agent of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate, and
record the transaction in its books.
Section 5. Registered Shareholders. The Corporation shall be
entitled to recognize the holder of record of any share or shares of stock
as holder in fact and, accordingly, shall not be 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 shall have express or other notice,
except as otherwise provided by law.
ARTICLE VIl.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
Section 1. Scope of Indemnification. To the full extent authorized,
permitted or required by Section 78.751 of the NRS (as now in effect or as
subsequently amended or superseded), but subject to the procedural
requirements stated therein, the Corporation shall indemnify each director,
officer, employee and agent of the Corporation and each other person
identified in Sections 78.751 1 and 2 of the NRS against all judgments,
fines, settlements, costs, expenses and other monetary obligations an
indemnitee suffers, sustains or incurs as the result of actions taken or
omitted by an indemnitee under circumstances and in situations described or
defined in, or contemplated by, Section 78.751 of the NRS.
Section 2. Expense Advances. Decisions whether to advance expenses
to an indemnitee under circumstances permitted in Sections 78.751 4 and 5 of
the NRS will be made on a case-by-case basis by the Corporation's Board. The
Board's decision in any such case will be final and binding.
Section 3. Insurance, Other Financial Arrangements. The Corporation
may, but will have no obligation to, purchase and maintain errors and
omissions insurance for the benefit of all or any group of indemnitees and
each other person identified in Section 78.752 of the NRS. Under no
circumstances will the Corporation have or incur any liability to an
indemnitee or such other person on account of its decision not to purchase
or its failure to maintain any such insurance. The Corporation may make such
other financial arrangements against liability for the benefit of all or any
group of indemnities or such other person as permitted by NRS Section
78.752.
Section 4. Enforceability. The provisions of this Article VII are
to be deemed an element of the contract or engagement between the
Corporation and each person who holds a position giving rise to
indemnification. Subject to the conditions and limitations expressed in
Sections 3 and 4, the indemnification provided in this Article VII may thus
be enforced against the Corporation as a matter of contractual right.
ARTICLE VIll.
GENERAL PROVISIONS
Section 1. Dividends. Dividends on the outstanding shares of the
Corporation, subject to the provisions of the Articles of Incorporation, the
NRS or other law and any agreements or obligations of the Corporation, if
any, may be declared by the Board, or a Board committee, as provided in
Article III, Section 11 of these By-Laws, at any regular or special meeting.
Dividends may be declared and paid in cash, in property, or in shares of the
Corporation, provided that all such declarations and payments of dividends
shall be in strict compliance with all applicable laws, these By-Laws and
the Articles of Incorporation. The Board, or a Board committee, may fix in
advance a record date for the purposes of determining shareholders entitled
to receive payment of any dividend, such record date to be not more than
fifty (50) days prior to the payment date of such dividend. In the absence
of any action by the Board, or a Board committee, the date upon which the
Board, or a Board committee, adopts the resolution declaring such dividend
shall be the record date.
Section 2. Reserves. There may be created by resolution of the
Board out of the earned surplus of the Corporation such reserve or reserves
as the Board from time to time, in its discretion, deems proper to provide
for contingencies, or to equalize dividends, or to repair or maintain any
property of the Corporation, or for such other proper purpose as the Board
shall deem beneficial to the Corporation, and the Board may modify or
abolish any reserve in the same manner in which it was created.
Section 3. Fiscal Year. The fiscal year of the Corporation may be
fixed from time to time by resolution of the Board. Unless and until the
Board establishes a different date, the Corporation's fiscal year will end
on December 31 of each year.
Section 4. Seal. The Corporation may (but need not) have a seal
that may be used by causing it thereof to be impressed or affixed or in any
manner reproduced. Any officer of the Corporation shall have authority to
affix the seal to any document requiring it.
Section 5. Resignation. Any director, officer, or employee or agent
of the Corporation may resign by giving written notice to the Board, the
President or the Secretary. The resignation shall take effect at the time it
specifies, or immediately upon delivery if no time is specified. Unless
provided in the resignation, the acceptance of a resignation shall not be
necessary to make it effective.
Section 6. Guaranty of Obligations of Directors, Officers and
Employees. When determined by the Board to be in the best interest of the
Corporation, the Corporation may guaranty the obligations of any director,
officer or employee of the Corporation. As used in this Section, the term
mguaranty- means a guaranty, mortgage, pledge, security agreement or other
agreement making the Corporation or its assets responsible respecting the
obligation or obligations of such director, officer or employee.
ARTICLE IX
AMENDMENTS TO BY-LAWS
Section 1. Amendments. These By-Laws may be altered, amended,
modified or repealed, or new By-Laws may be adopted, at any meeting of the
Board at which a quorum is present by the affirmative vote of a majority of
the directors present at such meeting.
CERTIFICATE OF ADOPTION
The undersigned, Secretary of Hallmark Financial Services, Inc. (formerly,
ACOI, Inc. and American Credit Optical, Inc.) (the 'Corporation'), hereby
certifies that the foregoing Amended and Restated Bylaws were duly adopted
by the Board of Directors of the Corporation at its meeting held on March
29, 1994.
/s/ RAYMOND A. KILGORE
-----------------------------
Raymond A. Kilgore, Secretary
AMENDMENT OF ARTICLE VII
OF THE
AMENDED AND RESTATED BYLAWS
OF
HALLMARK FINANCIAL SERVICES, INC.
The Amended and Restated Bylaws of the Hallmark Financial Services,
Inc. (the "Corporation") are amended by deleting the current Article VII in
its entirety and substituting therefor the following new Article VII:
ARTICLE VII.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
Section 1. Scope of Indemnification. To the fullest
extent authorized, permitted or required by NRS Section 78.7502
(as now in effect or as subsequently amended or superseded), but
subject to the procedural requirements stated in NRS Section
78.751, the Corporation shall indemnify each director, officer,
employee and agent of the Corporation and each other person
identified in NRS Section 78.7502 against all judgments, fines,
settlements, costs, expenses and other monetary obligations such
person may suffer, sustain or incur as the result of actions taken
or omitted by such person under circumstances and in situations
described or defined in, or contemplated by, NRS Section 78.7502.
Section 2. Expense Advances. The expenses of officers
and directors of the Corporation incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the
Corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be indemnified by
the Corporation. The provisions of this Section 2 do not affect
any rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any
contract or otherwise by law.
Section 3. Insurance, Other Financial Arrangements. The
Corporation may, but will have no obligation to, purchase and
maintain errors and omissions insurance or make other financial
arrangements for the benefit of any or all of its directors,
officers, employees or agents or other persons identified in NRS
Section 78.752. Under no circumstances will the Corporation have
or incur any liability to any person on account of its decision
not to purchase or maintain any such insurance or make any other
such financial arrangements.
Section 4. Enforceability. The provisions of this Article VII are
to be deemed an element of the contract or engagement between the
Corporation and each person who holds a position giving rise to
indemnification. Subject to the conditions and limitations expressed herein
and in NRS Sections 78.7502, 78.751 and 78.752, the indemnification provided
in this Article VII may thus be enforced against the Corporation as a matter
of contractual right.
The undersigned Secretary of the Corporation hereby certifies that
the foregoing amendment was duly adopted by the Board of Directors of the
Corporation on July 19, 2002.
/s/ RAYMOND A. KILGORE
-----------------------------
Raymond A. Kilgore, Secretary