EXHIBIT 3.6
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BYLAWS OF
CH\4\ MARKETING, INC.
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TABLE OF CONTENTS
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ARTICLE ONE
CORPORATE CHARTER AND BYLAWS............................... 4
1.01 CORPORATE CHARTER PROVISIONS....................................... 4
1.02 REGISTERED AGENT OR OFFICE - REQUIREMENT
OF FILING CHANGES WITH SECRETARY OF STATE.......................... 4
1.03 INITIAL BUSINESS OFFICE............................................ 4
1.04 AMENDMENT OF BYLAWS................................................ 4
ARTICLE TWO
DIRECTORS AND DIRECTORS' MEETINGS.......................... 5
2.01 ACTION BY CONSENT OF BOARD WITHOUT MEETING......................... 5
2.02 PLACE OF MEETINGS.................................................. 5
2.03 REGULAR MEETINGS................................................... 5
2.04 CALL OF SPECIAL MEETING............................................ 5
2.05 QUORUM............................................................. 6
2.06 ADJOURNMENT - NOTICE OF ADJOURNED MEETINGS......................... 6
2.07 CONDUCT OF MEETINGS................................................ 6
2.08 POWERS OF THE BOARD OF DIRECTORS................................... 6
2.09 BOARD COMMITTEES AUTHORITY TO APPOINT............................. 6
2.10 TRANSACTIONS WITH INTERESTED DIRECTORS............................. 6
2.11 NUMBER OF DIRECTORS................................................ 7
2.12 TERM OF OFFICE..................................................... 7
2.13 REMOVAL OF DIRECTORS............................................... 7
2.14 VACANCIES.......................................................... 7
2.14(a) DECLARATION OF VACANCY.................................... 8
2.14(b) FILLING VACANCIES BY DIRECTORS............................ 8
2.14(c) FILLING VACANCIES BY SHAREHOLDERS......................... 8
2.15 COMPENSATION....................................................... 8
2.16 INDEMNIFICATION OF DIRECTORS AND OFFICERS.......................... 8
2.17 INSURING DIRECTORS, OFFICERS, AND EMPLOYEES........................ 9
ARTICLE THREE
SHAREHOLDERS' MEETINGS..................................... 9
3.01 ACTION WITHOUT MEETING............................................. 9
3.02 TELEPHONE MEETINGS................................................. 9
3.03 PLACE OF MEETINGS.................................................. 9
3.04 NOTICE OF MEETINGS................................................. 9
3.05 VOTING LIST........................................................ 10
3.06 VOTES PER SHARE.................................................... 10
3.07 CUMULATIVE VOTING.................................................. 10
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3.08 PROXIES............................................................ 11
3.09 QUORUM............................................................. 11
3.09(a) QUORUM OF SHAREHOLDERS.................................... 11
3.09(b) ADJOURNMENT FOR LACK OR LOSS OF QUORUM.................... 11
3.10 VOTING BY VOICE OR BALLOT.......................................... 11
3.11 CONDUCT OF MEETINGS................................................ 11
3.12 FAILURE TO HOLD ANNUAL MEETING..................................... 11
3.13 SPECIAL MEETINGS................................................... 12
ARTICLE FOUR
OFFICERS................................................... 12
4.01 TITLE AND APPOINTMENT.............................................. 12
4.01(a) CHAIRMAN OF THE CORPORATION............................... 12
4.01(b) PRESIDENT................................................. 12
4.01(c) VICE PRESIDENT............................................ 13
4.01(d) SECRETARY................................................. 13
4.01(e) TREASURER................................................. 14
4.01(f) ASSISTANT SECRETARY OR ASSISTANT TREASURER................ 14
4.02 REMOVAL AND RESIGNATION............................................ 14
4.03 VACANCIES.......................................................... 15
4.04 COMPENSATION....................................................... 15
ARTICLE FIVE
AUTHORITY TO EXECUTE INSTRUMENTS........................... 15
5.01 NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION......................... 15
5.02 EXECUTION OF CERTAIN INSTRUMENTS................................... 15
ARTICLE SIX
ISSUANCE AND TRANSFER OF SHARES............................ 15
6.01 CLASSES AND SERIES OF SHARES....................................... 15
6.02 CERTIFICATES FOR FULLY PAID SHARES................................. 16
6.03 CONSIDERATION FOR SHARES........................................... 16
6.04 REPLACEMENT OF CERTIFICATES........................................ 16
6.05 SIGNING CERTIFICATES - FACSIMILE SIGNATURES........................ 16
6.06 TRANSFER AGENTS AND REGISTRARS..................................... 17
6.07 CONDITIONS OF TRANSFER............................................. 17
6.08 REASONABLE DOUBTS AS TO RIGHT TO TRANSFER.......................... 17
ARTICLE SEVEN
CORPORATE RECORDS AND FISCAL YEAR.......................... 17
7.01 MINUTES OF CORPORATE MEETINGS...................................... 17
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7.02 SHARE REGISTER..................................................... 18
7.03 BOOKS OF ACCOUNT................................................... 18
7.04 FISCAL YEAR........................................................ 18
8.0 ADOPTION OF INITIAL BYLAWS......................................... 22
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ARTICLE ONE
CORPORATE CHARTER AND BYLAWS
1.01 CORPORATE CHARTER PROVISIONS
The Corporation's Charter authorizes 1,000 shares to be issued. The
officers and transfer agents issuing shares of the Corporation shall ensure that
the total number of shares outstanding at any given time does not exceed this
number. Such officers and agents shall advise the Board at least annually of the
authorized shares remaining available to be issued. No shares shall be issued
for less than the par value stated in the Articles of Incorporation. Each
Charter provision shall be observed until amended by Restated Articles or
Articles of Amendment duly filed with the Secretary of State.
1.02 REGISTERED AGENT OR OFFICE - REQUIREMENT OF FILING CHANGES WITH
SECRETARY OF STATE
The address of the Registered Office provided in the initial Articles of
Incorporation, as duly filed with the Secretary of State for the State of Texas
is: 9400 North Central Expressway, Suite 500, Dallas, Texas 75231.
The name of the Registered Agent of the Corporation at such address, as
set forth in its initial Articles of Incorporation, is:
The Registered Agent or Office may be changed by filing appropriate
documents with the Secretary of State, and not otherwise. Such filing shall be
made promptly with each change. Arrangements for each change in Registered Agent
or Office shall ensure that the Corporation is not exposed to the possibility of
a default judgment. Each successive Registered Agent shall be of reliable
character and well informed of the necessity of immediately furnishing the
papers of any lawsuit against the Corporation to its attorneys.
1.03 INITIAL BUSINESS OFFICE
The address of the initial principal business office of the Corporation
shall be: 9400 North Central Expressway, Suite 510, Dallas, Texas 75231.
The Corporation may have additional business offices within the State of
Texas, and where it may be duly qualified to do business outside of Texas, as
the Board of Directors may from time to time designate or the business of the
Corporation may require.
1.04 AMENDMENT OF BYLAWS
The Board of Directors may alter, amend, or repeal these Bylaws, and
adopt new Bylaws. All such Bylaw changes shall take effect upon adoption by the
Directors, subject to repeal or change by the Shareholders. Notice of Bylaws
changes
shall be given in or before notice of the Shareholders' meeting following their
adoption.
ARTICLE TWO
DIRECTORS AND DIRECTORS' MEETINGS
2.01 ACTION BY CONSENT OF BOARD WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting, and shall have the same force and effect as a
unanimous vote of Directors, if all members of the Board consent in writing to
the action. Such consent may be given individually or collectively.
2.02 PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at the business office
of the Corporation or at such other place within or without the State of Texas
as may be designated by the Board.
2.03 REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held, without call
or notice, immediately following each annual meeting of the Shareholders of this
Corporation, and at such other regular times as the Directors may determine.
2.04 CALL OF SPECIAL MEETING
Special meetings of the Board of Directors for any purpose may be called
at any time by the President or, if the President is absent or unable or refuses
to act, by any Vice President or any two Directors. Written notices of the
special meetings, stating the time and place of the meeting, shall be mailed ten
days before, or telegraphed or personally delivered so as to be received by each
Director not later than two days before, the day appointed for the meeting.
Notice of meetings need not indicate an agenda. Generally, a tentative agenda
will be included, but the meeting shall not be confined to any agenda included
with the notice.
Meetings provided for in these Bylaws shall not be invalid for lack of
notice if all persons entitled to notice are present at the meeting in person or
by proxy and do not object to the notice given or if such persons consent to the
meeting in writing. Such consent may be given either before or after the
meeting.
Upon providing notice, the Secretary or other officer sending notice
shall sign and file in the Corporate record book a statement of the details of
notifying each Director. If such statement should later not be found in the
Corporate record book, due notice shall be presumed.
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2.05 QUORUM
The presence at any Directors' meeting of a majority of the authorized
number of Directors shall be necessary to constitute a quorum to transact any
business, except to adjourn. If a quorum is present, every act done or
resolution passed by a majority of the Directors present shall be the act of the
Board of Directors.
2.06 ADJOURNMENT - NOTICE OF ADJOURNED MEETINGS
A quorum of the Directors may adjourn any Directors' meeting to meet
again at a stated hour on a stated day. Notice of the time and place where an
adjourned meeting will be held need not be given to absent Directors if the time
and place is fixed at the adjourned meeting. In the absence of a quorum, a
majority of the Directors present may adjourn to a set time and place if notice
is duly given to the absent members, or until the time of the next regular
meeting of the Board.
2.07 CONDUCT OF MEETINGS
At every meeting of the Board of Directors, the Chairman of the Board of
Directors, if there is such an officer, and if not, the President, or in the
President's absence, a Vice President designated by the President, or in the
absence of such designation, a Chairman chosen by a majority of the Directors
present, shall preside. The Secretary of the Corporation shall act as Secretary
of the Board of Directors. When the Secretary is absent from any meeting, the
Chairman may appoint any person to act as Secretary of that meeting.
2.08 POWERS OF THE BOARD OF DIRECTORS
The business and affairs of the Corporation and all corporate powers
shall be exercised by or under authority of the Board of Directors, subject to
limitations imposed by law, the Articles of Incorporation, any applicable
Shareholders' agreement, or by these Bylaws.
2.09 BOARD COMMITTEES - AUTHORITY TO APPOINT
The Board of Directors may designate an executive committee
and one or more other committees to conduct the business and affairs of the
Corporation to the extent authorized by the resolution. The Board shall have
the power at any time to change the powers and membership of, fill vacancies in,
and dissolve any committee. Members of any committee shall receive such
compensation as the Board of Directors may from time to time provide. The
designation of any committee and the delegation of authority thereto shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law.
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2.10 TRANSACTIONS WITH INTERESTED DIRECTORS
Any contract or other transaction between the Corporation and any of its
Directors (or any corporation or firm in which any of its Directors are directly
or indirectly interested) shall be valid for all purposes notwithstanding the
presence of that Director at the meeting during which the contract or
transaction was authorized, and notwithstanding the Director's participation in
that meeting. This Article shall apply only if the contract or transaction is
just and reasonable to the Corporation at the time it is authorized and
ratified, the interest of each Director is known or disclosed to the Board of
Directors, and the Board nevertheless authorizes or ratifies the contract or
transaction by a majority of the disinterested Directors present. Each
interested Director is to be counted in determining whether a quorum is present,
but shall not vote and shall not be counted in calculating the majority
necessary to carry the vote. This Article shall not be construed to invalidate
contracts or transactions that would be valid in its absence.
2.11 NUMBER OF DIRECTORS
The number of Directors of this Corporation shall be three. No Director
need be a Shareholder or a resident of Texas. The number of Directors may be
increased or decreased from time to time by amendment to these Bylaws. Any
decrease in the number of Directors shall not have the effect of shortening the
tenure which any incumbent Director would otherwise enjoy.
2.12 TERM OF OFFICE
Directors shall be entitled to hold office until their successors are
elected and qualified. Election of Directors shall occur at each annual meeting
of the Shareholders and may be held at any special meeting of Shareholders
called specifically for that purpose.
2.13 REMOVAL OF DIRECTORS
The entire Board of Directors or any individual Director may be removed
from office by a vote of Shareholders holding a majority of the outstanding
shares entitled to vote at an election of Directors. However, if less than the
entire Board is to be removed, no one of the Directors may be removed if the
votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire Board of Directors. No Director
may be so removed except at an election of the class of Directors of which he is
a part. If any or all Directors are so removed, new Directors may be elected at
the same meeting. Whenever a class or series of shares is entitled to elect one
or more Directors under authority granted by the Articles of Incorporation, the
provisions of this Paragraph apply to the vote of that class or series and not
to the vote of the outstanding shares as a whole.
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2.14 VACANCIES
Vacancies on the Board of Directors shall exist upon the occurrence of
any of the following events: (a) the death, resignation, or removal of any
Director; (b) an increase in the authorized number of Directors; or (c) the
failure of the Shareholders to elect the full authorized number of Directors to
be voted for at any annual, regular, or special Shareholders' meeting at which
any Director is to be elected.
2.14(a) DECLARATION OF VACANCY
The Board of Directors may declare vacant the office of a Director if
the Director: (a) is adjudged incompetent by a court order; (b) is convicted of
a crime involving moral turpitude; or (c) fails to accept the office of
Director, in writing or by attending a meeting of the Board of Directors, within
thirty (30) days of notice of election.
2.14(b) FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an increase in the number of
Directors may be filled by majority vote of the remaining Directors, though less
than a quorum, or by a sole remaining Director. Each Director so elected shall
hold office until a qualified successor is elected at a Meeting of the
Shareholders.
2.14(c) FILLING VACANCIES BY SHAREHOLDERS
Any vacancy caused by an increase in the number of Directors shall be
filled by the Shareholders at an annual meeting or at a special meeting called
for that purpose. The Shareholders may also elect a Director at any time to fill
any vacancy not filled by the Directors. Upon the resignation of a Director
tendered to take effect at a future time, the Board or the Shareholders may
elect a successor to take office when the resignation becomes effective.
2.15 COMPENSATION
Directors shall receive such compensation for their services as
Directors as shall be determined from time to time by resolution of the Board.
Any Director may serve the Corporation in any other capacity as an officer,
agent, employee, or other wise, and receive compensation therefore.
2.16 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Board of Directors shall authorize the Corporation to pay or
reimburse any present or former Director or officer of the Corporation any costs
or expenses actually and necessarily incurred by that officer in any action,
suit, or proceeding to which the officer is made a party by reason of holding
that position, provided, however, that no officer shall receive such
indemnification if finally adjudicated therein to be liable for negligence or
misconduct in office. This indemnification shall extend to good-faith
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expenditures incurred in anticipation of threatened or proposed litigation. The
Board of Directors may, in proper cases, extend the indemnification to cover the
good faith settlement of any such action, suit, or proceeding, whether formally
instituted or not.
2.17 INSURING DIRECTORS, OFFICERS, AND EMPLOYEES
The Corporation may purchase and maintain insurance on behalf of any
Director, officer, employee, or agent of the Corporation, or on behalf of any
person serving at the request of the Corporation as a Director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against any liability asserted against that person and
incurred by that person in any such corporation, whether or not the Corporation
has the power to indemnify that person against liability for any of those acts.
ARTICLE THREE
SHAREHOLDERS' MEETINGS
3.01 ACTION WITHOUT MEETING
Any action that may be taken at a meeting of the Shareholders under any
provision of the Texas Business Corporation Act may be taken without a meeting
if authorized by a consent or waiver filed with the Secretary of the Corporation
and signed by all persons who would be entitled to vote on that action at a
shareholders' meeting. Each such signed consent or waiver, or a true copy
thereof, shall be placed in the minute book of the Corporation.
3.02 TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws and by the
Business Corporation Act, Shareholders of the Corporation may participate in and
hold a meeting by means of conference call or similar communication by which all
persons participating can hear each other. Participation in such a meeting shall
constitute presence in person at such meeting, except participation for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
3.03 PLACE OF MEETINGS
Meetings of Shareholders shall be held at the business office of the
Corporation, or at such other place within or without the State of Texas as may
be designated by the Board of Directors or by the Shareholders.
3.04 NOTICE OF MEETINGS
The President, the Secretary, or the officer or persons calling a
Shareholders' Meeting, shall give notice, or cause it to be given, in writing to
each Director and to each Shareholder entitled to vote at the meeting at least
ten (10) but not more than
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sixty (60) days before the date of the meeting. Such notice shall state the
place, day and hour of the meeting, and, in case of a special meeting, the
purpose or purposes for which the ' meeting is called. Such written notice may
be given personally, by mail, or other means. Such notice shall be addressed to
each recipient at such address as appears on the Books of the Corporation or as
the recipient has given to the Corporation for the purpose of notice. Any
meeting provided herein shall not be invalid for lack of notice if consent to
the meeting is given in writing by all persons entitled to vote at the meeting
and is filed with the Secretary of the Corporation. Such consent may be given
either before or after the meeting. Notice of the recon vening of an adjourned
meetings is not necessary unless the meeting is adjourned more than thirty days
past the date stated in the notice, in which case notice of the adjourned
meeting shall be given as in the case of any special meeting. Notice may be
waived by a written waiver signed either before or after the meeting by the
person entitled to the notice.
3.05 VOTING LIST
At least ten (10), but not more than sixty (60), days before each
Shareholders' meeting, the officer or agent having charge of the stock transfer
books for shares of the Corporation shall make a complete list of the
Shareholders entitled to vote at that meeting or any adjournment thereof,
arranged in alphabetical order, with the address and the number of shares held
by each. The list shall be kept on file at the Registered Office of the
Corporation for a period of ten (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 time and place of
the meeting and shall be subject, during the entire time of the meeting, to the
inspection of any Shareholder. The original share transfer books shall be prima
facie evidence as to the Shareholders entitled to examine such list or transfer
books or to vote at any meeting of Shareholders. However, failure to prepare
and to make the list available in the manner provided above shall not affect the
validity of any action taken at the meeting.
3.06 VOTES PER SHARE
Each outstanding share, regardless of class, shall be entitled to one
(1) vote on each matter submitted to a vote at a meeting of Shareholders, except
to the extent that the voting rights of the shares of any class or classes are
limited or denied pursuant to the Articles of Incorporation. A Shareholder may
vote either in person or by proxy executed in writing by the Shareholder or by
the Shareholder's duly authorized attorney-in-fact.
3.07 CUMULATIVE VOTING
Subject to any limitation stated in the Articles of
Incorporation, every Shareholder entitled to vote at any election for Directors
may cumulate votes. For this purpose, each Shareholder shall have a number of
votes equal to the number of Directors to be elected multiplied by the number of
votes to
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which the Shareholder's shares are entitled. The Shareholder may cast all these
votes for one candidate or may distribute the votes among any number of
candidates. The candidates receiving the highest number of votes are elected, up
to the number of vacancies to be filled. No Shareholder may cumulate votes
unless that Shareholder shall have given written notice of his or her intention
to do so to the Secretary of the Corporation on or before the day preceding the
election at which the votes will be cumulated. If any Shareholder gives written
notice as provided above, all Shareholders may cumulate their votes.
3.08 PROXIES
A Shareholder may vote either in person or by proxy executed in writing
by the Shareholder or his duly authorized attorney in fact. Unless otherwise
provided in the proxy or by law, each proxy shall be revocable and shall not be
valid after eleven (11) months from the date of its execution.
3.09 QUORUM
3.09(a) QUORUM OF SHAREHOLDERS
The presence (in person or by proxy) of the persons who are entitled to
vote a majority of the outstanding voting shares shall constitute the quorum
necessary for the transaction of business at a meeting of the Shareholders of
the Corporation. The vote of the holders of a majority of the shares entitled to
vote and represented at a meeting at which a quorum is present shall be the act
of the Shareholders' meeting.
3.09(b) ADJOURNMENT FOR LACK OR LOSS OF QUORUM
No business may be transacted in the absence of a quorum, or upon the
withdrawal of enough Shareholders to leave less than a quorum, other than to
adjourn the meeting from time to time by the vote of a majority of the shares
the holders of which are present in person or by proxy.
3.10 VOTING BY VOICE OR BALLOT
Elections for Directors need not be by ballot unless a Shareholder
demands election by ballot at the election before the voting begins.
3.11 CONDUCT OF MEETINGS
Meetings of the Shareholders shall be chaired by the President, or, in
the President's absence, a Vice President designated by the President, or, in
the absence of such designation, any other person chosen by a majority of the
Shareholders of the Corporation present in person or by proxy and entitled to
vote. The Secretary of the Corporation, or, in the Secretary's absence, an
Assistant Secretary, shall act as Secretary of all meetings of the Shareholders.
In the absence of the Secretary or
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Assistant Secretary, the Chairman shall appoint another person to act as
Secretary of the meeting.
3.12 FAILURE TO HOLD ANNUAL MEETING
If, within any 13-month period, an annual Shareholders' meeting is not
held, any Shareholder may apply to a court of competent jurisdiction in the
county in which the principal office of the Corporation is located for a summary
order that an annual meeting be held.
3.13 SPECIAL MEETINGS
A special Shareholders' meeting may be called at any time by any of the
following: (a) the President; (b) the Board of Directors; (c) one or more
Shareholders holding in the aggregate one-tenth or more of all the shares
entitled to vote at the meeting. Such a meeting may be called for any purpose.
The party calling the meeting may do so only by written request sent by
registered mail or delivered in person to the President or Secretary. The
officer receiving the written request shall within ten (10) days from the date
of its receipt cause notice of the meeting to be sent to all the Shareholders
entitled to vote at such a meeting. If the officer does not give notice of the
meeting within ten (10) days after the date of receipt of the written request,
the person or persons calling the meeting may fix the time of meeting and give
the notice. Any notice of a special meeting of the Shareholders shall be sent
pursuant to Article 3.04 of these Bylaws. The notice of a special Shareholders'
meeting must state the purpose or purposes of the meeting and, absent consent of
every Shareholder to the specific action taken, shall be limited to purposes
plainly stated in the notice, notwithstanding other provisions herein.
ARTICLE FOUR
OFFICERS
4.01 TITLE AND APPOINTMENT
The officers of the Corporation shall be a President, a Secretary, and a
Treasurer. The Corporation may also have, at the discretion of the Board of
Directors, a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries, and one or more Assistant Treasurers. Any two offices,
including President and Secretary, may be held by one person. All officers
shall be elected by and hold office at the pleasure of the Board of Directors,
which shall fix the compensation and tenure of all officers.
4.01(a) CHAIRMAN OF THE CORPORATION
The Chairman, if there shall be such an officer, shall, if present,
preside at the meetings of the Board of Directors and exercise and perform such
other powers and
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duties as may from time to time be assigned to the Chairman by the Board of
Directors or prescribed by these Bylaws.
4.01(b) PRESIDENT
Subject to such supervisory powers, if any, as may be given by the Board
of Directors to the Chairman, if there is such an officer, the President shall
be the chief executive officer of the Corporation and shall, subject to the
control of the Board of Directors, have general supervision, direction, and
control of the business and officers of the Corporation. The President shall
have the general powers and duties of management usually vested in the office of
President of a corporation; shall have such other powers and duties as may be
prescribed by the Board of Directors or the Bylaws; and shall be ex officio a
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member of all standing committees, including the executive committee, if any.
In addition, the President shall preside at all meetings of the Shareholders and
in the absence of the Chairman, or if there is no Chairman, at all meetings of
the Board of Directors.
4.01(c) VICE PRESIDENT
Any Vice President shall have such powers and perform such duties as
from time to time may be prescribed by these Bylaws, by the Board of Directors,
or by the President. In the absence or disability of the President, the senior
or duly appointed Vice President, if any, shall perform all the duties of the
President, pending action by the Board of Directors. When so acting, such Vice
President shall have all the powers of, and be subject to all the restrictions
on, the President.
4.01(d) SECRETARY
The Secretary shall:
(A) See that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law. In case of the absence or
disability of the Secretary, or the Secretary's refusal or neglect to act,
notice may be given and served by an Assistant Secretary or by the Chairman, the
President, any Vice President, or by the Board of Directors.
(B) Keep the minutes of corporate meetings, and the corporate record
book, as set out in Article 7.01 hereof.
(C) Maintain, in the official record book of the Corporation, a record
of all share certificates issued or cancelled and all shares of the Corporation
cancelled or transferred.
(D) Be custodian of the Corporation's records, and of any seal which the
Corporation may from time to time adopt. When the Corporation exercises its
right to use a seal, the Secretary shall see that the seal is embossed on all
share
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certificates prior to their issuance and on all documents authorized to be
executed under seal in accordance with the provisions of these Bylaws.
(E) In general, perform all duties incident to the office of Secretary,
and such other duties as from time to time may be required by Articles 7.01,
7.02, and 7.03 hereof, by these Bylaws generally, by the Board of Directors, or
by the President.
4.01(e) TREASURER
The Treasurer shall:
(A) Have charge and custody of, and be responsible for, all funds and
securities of the Corporation, and deposit all funds in the name of the
Corporation in those banks, trust companies, or other depositories that shall be
selected by the Board of Directors.
(B) Receive, and give receipt for, monies due and payable to the
Corporation.
(C) Disburse or cause to be disbursed the funds of the Corporation as
may be directed by the Board of Directors, taking proper vouchers for those
disbursements.
(D) If required by the Board of Directors or the President, give to the
Corporation a bond to assure the faithful performance of the duties of the
Treasurer's office and the restoration to the Corporation of all corporate
books, papers, vouchers, money, and other property of whatever kind in the
Treasurer's possession or control, in case of the Treasurer's death,
resignation, retirement or removal from office. Any such bond shall be in a sum
satisfactory to the Board of Directors, with one or more sureties or a surety
company satisfactory to the Board of Directors.
(E) In general, perform all the duties incident to the office of
Treasurer and-such other duties as from time to time may be required by Articles
7.04 and 7.05 hereof, by these Bylaws generally, by the Board of Directors, or
by the President.
4.01(f) ASSISTANT SECRETARY OR ASSISTANT TREASURER
The Assistant Secretary or Assistant Treasurer shall have such powers
and perform such duties as the Secretary or Treasurer, respectively, or as the
Board of Directors or President, may prescribe. In case of the absence of the
Secretary or Treasurer, the senior Assistant Secretary or Assistant Treasurer,
respectively, may perform all of the functions of the Secretary or Treasurer.
4.02 REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by vote of a
majority of the Directors, at any regular or special meeting of the Board, or,
except in case of an officer chosen by the Board of Directors, by any committee
or officer upon whom
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that power of removal may be conferred by the Board of Directors. Such removal
shall be without prejudice to the contract rights, if any, of the person
removed. Any officer may resign at any time by giving written notice to the
Board of Directors, the President, or the Secretary of the Corporation. Any
resignation shall take effect on the date of the receipt of that notice or at
any later time specified therein, and, unless otherwise specified therein, the
acceptance of that resignation shall not be necessary to make it effective.
4.03 VACANCIES
Upon the occasion of any vacancy occurring in any office of the
Corporation, by reason of death, resignation, removal, or otherwise, the Board
of Directors may elect an acting successor to hold office for the unexpired
term, or until a permanent suc cessor is elected.
4.04 COMPENSATION
The compensation of the officers shall be fixed from time to time by the
Board of Directors, and no officer shall be prevented from receiving a salary by
reason of the fact that the officer is also a Shareholder or a Director of the
Corporation, or both.
ARTICLE FIVE
AUTHORITY TO EXECUTE INSTRUMENTS
5.01 NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION
These Bylaws provide certain authority for the execution of instruments.
The Board of Directors, except as otherwise provided in these Bylaws, may
additionally authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the Corporation, and such authority may be general or confined to specific
instances. Unless expressly authorized by these Bylaws or the Board of
Directors, no officer, agent, or employee shall have any power or authority to
bind the Corporation by any contract or engagement nor to pledge its credit nor
to render it liable pecuniarily for any purpose or in any amount.
5.02 EXECUTION OF CERTAIN INSTRUMENTS
Formal contracts of the Corporation, promissory notes, deeds, deeds of
trust, mortgages, pledges, and other evidences of indebtedness of the
Corporation, other corporate documents, and certificates of ownership of liquid
assets held by the Corporation shall be signed or endorsed by the President or
any Vice President and by the Secretary or the Treasurer, unless otherwise
specifically determined by the Board of Directors or otherwise required by law.
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ARTICLE SIX
ISSUANCE AND TRANSFER OF SHARES
6.01 CLASSES AND SERIES OF SHARES
The Corporation may issue one or more classes or series of shares, or
both. Any of these classes of series may have full, limited, or no voting
rights, and may have such other preferences, rights, privileges, and
restrictions as are stated or authorized in the Articles of Incorporation. All
shares of any one class shall have the same voting, conversion, redemption, and
other rights, preferences, privileges, and restrictions, unless the class is
divided into series. If a class is divided into series, all the shares of any
one series shall have the same voting, conversion, redemption, and other rights,
preferences, privileges, and restrictions. There shall always be a class or
series of shares outstanding that has complete voting rights except as limited
or restricted by voting rights conferred on some other class or series of
outstanding shares.
6.02 CERTIFICATES FOR FULLY PAID SHARES
Neither shares nor certificates representing shares may be issued by the
Corporation until the full amount of the consideration has been received. When
the consideration is received by the Corporation, the shares shall be deemed to
have been issued and the certificate representing the shares shall be issued to
the shareholder.
6.03 CONSIDERATION FOR SHARES
Shares may be issued for consideration as may be fixed from time to time
by the Board of Directors at not less than the par value stated in the Articles
of Incorporation. The consideration paid for the issuance of shares shall
consist of money paid, labor done, or property actually received, and neither
promissory notes nor the promise of future services shall constitute payment nor
partial payment for shares of the Corporation.
6.04 REPLACEMENT OF CERTIFICATES
No replacement share certificate shall be issued until the former
certificate for the shares represented thereby shall have been surrendered and
cancelled, except that replacements for lost or destroyed certificates may be
issued, upon such terms, conditions, and guarantees as the Board of Directors
may see fit to impose, including the filing of sufficient indemnity.
6.05 SIGNING CERTIFICATES - FACSIMILE SIGNATURES
All share certificates shall be signed by the officer(s) designated by
the Board of Directors. The signatures of the foregoing officers may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar, either of which is not the Corporation itself or an employee of
the Corporation. If the officer
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who has signed or whose facsimile signature has been placed on the certificate
has ceased to be such officer before the certificate issued, the certificate may
be issued by the Corporation with the same effect as if he or she were such
officer on the date of its issuance.
6.06 TRANSFER AGENTS AND REGISTRARS
The Board of Directors may appoint one or more transfer agents or
transfer clerks, and one or more registrars, at such times and places as the
requirements of the Corporation may necessitate and the Board of Directors may
designate. Each registrar appointed, if any, shall be an incorporated bank or
trust company, either domestic or foreign.
6.07 CONDITIONS OF TRANSFER
The party in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof as regards the Corporation,
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, written notice thereof shall be given to the
Secretary of the Corporation, or to its transfer agent, if any, and such fact
shall be stated in the entry of the transfer.
6.08 REASONABLE DOUBTS AS TO RIGHT TO TRANSFER
When a transfer of shares is requested and there is reasonable doubt as
to the right of the person seeking the transfer, the Corporation or its transfer
agent, before recording the transfer of the shares on its books or issuing any
certificate therefor, may require from the person seeking the transfer
reasonable proof of that person's right to the transfer. If there remains a
reasonable doubt of the right to the transfer, the Corporation may refuse a
transfer unless the person gives adequate security or a bond of indemnity
executed by a corporate surety or by two individual sureties satisfactory to the
Corporation as to form, amount, and responsibility of sureties. The bond shall
be conditioned to protect the Corporation, its officers, transfer agents, and
registrars, or any of them, against any loss, damage, expense, or other
liability to the transfer or the issuance of a new certificate for shares.
ARTICLE SEVEN
CORPORATE RECORDS AND FISCAL YEAR
7.01 MINUTES OF CORPORATE MEETINGS
The Corporation shall keep at the Registered or principal office, or
such other place as the Board of Directors may order, a book recording the
minutes of all meetings of its Shareholders and Directors, with the time and
place of each meeting, whether such meeting was regular or special, a copy of
the notice given of such
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meeting, or of the written waiver thereof, and, if it is a special meeting, how
the meeting was authorized. The record book shall further show the names of
those present at Directors' meetings, the number of shares present or
represented at Share holders' meetings, and the proceedings of all meetings.
7.02 SHARE REGISTER
The Corporation shall keep at the Registered or principal office, or at
the office of the transfer agent, a share register, showing the names of the
Shareholders, their addresses, the number and class of shares issued to each,
the number and date of issuance of each certificate issued for such shares, and
the number and date of cancellation of every certificate surrendered for
cancellation. The above specified information may be kept on an information
storage device such as electronic data processing equipment, provided that the
equipment is capable of reproducing the information in clearly legible form for
the purposes of inspection by any Shareholder, Director, Officer, or agent of
the Corporation during regular business hours. If the Corporation elects
taxation under internal Revenue Code (S) 1244 or Subchapter S, the officer
issuing shares shall ensure that the appropriate requirements regarding issuance
of shares are maintained in effect.
7.03 BOOKS OF ACCOUNT
The Corporation shall maintain correct and adequate accounts of its
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus, and
shares. The corporate bookkeeping procedures shall conform to accepted
accounting practices for the business or businesses in which the Corporation is
engaged. Subject to the foregoing, the chart of financial accounts shall be
taken from, and designed to facilitate preparation of, current corporate tax
returns. Any surplus, including earned surplus, paid-in surplus, and surplus
arising from a reduction of stated capital, shall be classified according to
source and shown in a separate account. If the Corporation elects taxation under
Internal Revenue Code (S) 1244 or Subchapter S, the officers and agents
maintaining the books of account and issuing shares shall ensure that the
appropriate requirements are maintained in effect.
7.04 FISCAL YEAR
The fiscal year of the Corporation shall be as determined by the Board
of Directors and approved by the Internal Revenue Service. The Treasurer shall
forthwith arrange a consultation with the Corporation's tax advisers, to
determine if the Corporation is to have a fiscal year other than the calendar
year. If so, the Treasurer shall file an election with the Internal Revenue
Service as early as possible, and all correspondence with the I.R.S., including
the application for the Corporation's Employer Identification Number, shall
reflect such non-calendar year election.
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I certify that these are the Bylaws of CH4 Marketing, Inc., as adopted
on December 31, 1990.
/s/ Joyce Berthier
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Joyce Berthier, Secretary
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