SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED SECTIONS
OF
INTERACTIVE (TX) VOICE MEDIA CORP.
ARTICLE V
OFFICERS
Section 1. General. The officers of the Corporation shall be elected by
the Board of Directors and shall be a Chairman of the Board, a Vice Chairman of
the Board, a Chief Executive Officer, a Chief Financial Officer, a Secretary and
a Treasurer. Other officers, assistant officers, and agents as may be deemed
necessary by the Board of Directors may be elected by the Board of Directors in
the same manner as the titled officers named above and will be officers of the
Corporation. Two (2) or more offices may be held by the same person, except the
offices of Chief Executive Officer and Secretary.
Section 2. Election, Term of Office and Qualification. The officers of
the Corporation shall be elected by the Board of Directors at its first meeting
after each annual meeting of shareholders or at any special meeting called for
such purpose. The Board shall elect a Chairman of the Board, a Vice Chairman of
the Board, a Chief Executive Officer, a Chief Financial Officer, a Secretary and
a Treasurer, none of whom need to be a member of the Board. Each officer so
elected shall hold office until his successor has been duly chosen and has
qualified or until his death or resignation or removal in the manner hereinafter
provided.
Section 8. President. deleted
Section 17. Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the Corporation; shall (in the absence of the
Chairman of the Board and the Vice Chairman of the Board) preside at meetings of
the stockholders and Directors and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall have general and active
management of the business of the Corporation. He shall have general
responsibility for all technological systems and related operations of the
Corporation, including, but not limited to telecommunications business systems
and Internet based business systems and implementation of any upgrades, new
services, repairs or changes to the same. He shall have active management of all
personnel of the Corporation, including but not limited to marketing, business
development, business units and customer service. He may sign, with any other
proper officer, certificates for shares of the Corporation and any deeds, bonds,
mortgages, contracts and other documents which the Board of Directors has
authorized to be executed, except where required by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors or these By-Laws, to some other
officer or agent of the Corporation. In addition, the Chief Executive Officer
shall perform whatever duties and shall exercise whatever powers as may be
prescribed from time to time by the Board of Directors.
Section 18. Chief Technology Officer. deleted
Section 19. Chief People Officer. deleted
Section 20. Chief Financial Officer. The Chief Financial Officer shall
be an executive officer of the Corporation. The Chief Financial Officer shall
be responsible to the Board of Directors, and the Chief Executive Officer for
all financial control and internal audit of the Corporation. He shall perform
such other duties as may be assigned to him by the Board of Directors and the
Chief Executive Officer.
Section 21. Vice Chairman of the Board. The Vice Chairman of the Board
is authorized to preside at meetings of the shareholders and the Board of
Directors in the absence of the Chairman of the Board.
Dated: February 28, 2000
Schedule A
February 28, 2000 Amendments
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SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED SECTIONS
OF
INTERACTIVE (TX) VOICE MEDIA CORP.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The powers of the Corporation shall
be exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, the Board of Directors,
consisting of not less than one (1) nor more than fifteen (15) members who
shall be elected by the shareholders. Directors need not be residents of the
State of Texas or shareholders of the Corporation. The number of Directors may
be increased or decreased by resolution adopted by a majority of the Board of
Directors.
Dated: October 20, 1999
SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED SECTIONS
OF
INTERACTIVE (TX) VOICE MEDIA CORP.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The powers of the Corporation shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, the Board of Directors,
consisting of not less than one (1) nor more than nine (9) members who shall be
elected by the shareholders. Directors need not be residents of the State of
Texas or shareholders of the Corporation. The number of Directors may be
increased or decreased by resolution adopted by a majority of the Board of
Directors.
Dated: July 29, 1999
SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED AND ADDITIONAL SECTIONS
OF
INTERACTIVE (TX) VOICE MEDIA CORP.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The powers of the Corporation shall be
exercised by or under the authority of and the business and affairs of the
Corporation shall be managed under the direction of, the Board of Directors,
consisting of not less than one (1) nor more than eight (8) members who shall be
elected by the shareholders. Directors need not be residents of the State of
Texas or shareholders of the Corporation. The number of Directors may be
increased or decreased by resolution adopted by a majority of the Board of
Directors.
ARTICLE V
OFFICERS
Section 1. General. The officers of the Corporation shall be elected by
the Board of Directors and shall be a Chairman of the Board, Chief Executive
Officer, a President and Chief Operating Officer, a Chief Technology Officer, a
Chief People Officer, a Chief Financial Officer, a Secretary and a Treasurer.
Other officers, assistant officers, and agents as may be deemed necessary by the
Board of Directors may be elected by the Board of Directors in the same manner
as the titled officers named above and will be officers of the Corporation. Two
(2) or more offices may be held by the same person, except the offices of Chief
Executive Officer and Secretary.
Section 2. Election, Term of Office and Qualification. The officers of
the Corporation shall be elected by the Board of Directors at its first meeting
after each annual meeting of shareholders or at any special meeting called for
such purpose. The Board shall elect a Chairman of the Board, a Chief Executive
Officer, a President and Chief Operating Officer, a Chief Technology Officer, a
Chief People Officer, a Chief Financial Officer, a Secretary and a Treasurer,
none of whom need to be a member of the Board. Each officer so elected shall
hold office until his successor has been duly chosen and has qualified or until
his death or resignation or removal in the manner hereinafter provided.
Section 8. President. The President shall be an executive officer of
the Corporation; shall (in the absence of both the Chairman of the Board and the
Chief Executive Officer) preside at meetings of the shareholders and Directors;
and shall have general and active management of the business of the Corporation;
and shall be responsible to the Chief Executive Officer. He may sign, with any
other proper officer, certificates for shares of the Corporation and any deeds,
bonds, mortgages, contracts and other documents which the Board of Directors has
authorized to be executed, except where required by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors or these By-Laws, to some other
officer or agent of the Corporation. In addition, the President shall perform
whatever duties and shall exercise whatever powers as may be prescribed from
time to time by the Board of Directors. The President shall also be known as the
Chief Operating Officer of the Corporation.
Section 17. Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the Corporation; shall (in the absence of the
Chairman of the Board) preside at meetings of the shareholders and Directors and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He may sign, with any other proper officer, certificates for shares
of the Corporation and any deeds, bonds, mortgages, contracts and other
documents which the Board of Directors has authorized to be executed, except
where required by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or these By-Laws, to some other officer or agent of the Corporation.
In addition, the Chief Executive Officer shall perform whatever duties and shall
exercise whatever powers as may be prescribed from time to time by the Board of
Directors.
Section 18. Chief Technology Officer. The Chief Technology Officer
shall be an executive officer of the Corporation. The Chief Technology Officer
shall be responsible to the Board of Directors, the Chief Executive Officer and
the President for all technological systems and related operations, including,
but not limited to telecommunications business systems and Internet based
business systems and implementation of any upgrades, new services, repairs or
changes to the same. He shall perform such other duties as may be assigned to
him by the Board of Directors, the Chief Executive Officer or the President.
Section 19. Chief People Officer. The Chief People Officer shall be an
executive officer of the Corporation. The Chief People Officer shall be
responsible to the Board of Directors, the Chief Executive Officer and President
for the management of all personnel of the Corporation, including but not
limited to marketing, business development, business units and customer service.
He shall perform such other duties
Schedule A
March 26, 1998 Amendments
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2
as may be assigned to him by the Board of Directors, the Chief Executive Officer
or the President.
Section 20. Chief Financial Officer. The Chief Financial Officer shall
be an executive officer of the Corporation. The Chief Financial Officer shall be
responsible to the Board of Directors, the Chief Executive Officer and the
President for all financial control and internal audit of the Corporation. He
shall perform such other duties as may be assigned to him by the Board of
Directors, the Chief Executive Officer or the President.
Dated: March 26, 1998
Schedule A
March 26, 1998 Amendments
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3
BY-LAWS
OF
INTERACTIVE (TX) VOICE MEDIA CORP.
ARTICLE I
OFFICES
Section 1. Principal Office. The Corporation may maintain offices at
such places within or without the State of Texas or the United States as the
Board of Directors may, from time to time, determine.
ARTICLE II
SHAREHOLDERS
Section 1. Time and Place of Meetings. The Board of Directors may
designate any time and any place, either within or without the State of Texas,
as the time and place of meeting for any annual meeting or for any special
meeting called by the Board. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate anytime and any place, either within
or without the State of Texas, as the time and place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the time and place of the meeting shall be the principal office of the
Corporation at 10:00 a.m.
Section 2. Annual Meeting. Annual meetings of shareholders shall be
held on the second Friday of the fourth month of each fiscal year if not a legal
holiday, and if a legal holiday, then on the next secular day following at 10:00
a.m., at which the shareholders shall elect a Board of Directors, and transact
such other business as may properly be brought before the meeting. The annual
meeting of the shareholders may be held on a date different than that given
above if the Board so determines and so states in the notice of the meeting or
in a duly executed waiver thereof.
Section 3. Special Meetings. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by law or by the Articles
of Incorporation, may be called by President, the Board of Directors or the
holders of not less than fifty (50) percent of all of the shares entitled to
vote at the proposed special meeting. Business transacted at all special
meetings shall be confined to the purpose or purposes described in the notice.
Section 4. Notice. Written or printed notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or
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purposes for which the meeting is called, shall be delivered not less than ten
(10) days nor more than sixty (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 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 shareholder at the
address that appears on the share transfer records of the Corporation, with
postage thereon prepaid. Any notice required to be given to any shareholder,
under any provision of law or these bylaws, need not be given to a shareholder
if (1) notice of two consecutive annual meetings and all notices of meetings
held during the period between those annual meetings, if any, or (2) all (but in
no event less than two) payments (if sent by first class mail) of distributions
or interest on securities during a twelve month period have been mailed to that
person, addressed at his address as shown on the share transfer records of the
Corporation have been returned undeliverable. Any action or meeting taken or
held without notice to such a person shall have the same force and effect as if
the notice had been duly given and, if the action taken by the Corporation is
reflected in any articles or document filed with the Secretary of State, those
articles or that document may state that notice was duly given to all persons to
whom notice was required to be given. If such a person delivers to the
Corporation a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated.
Section 5. Closing of Transfer Books and Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive a
distribution by a Corporation (other than a distribution involving a purchase or
redemption by the Corporation of any of its own shares) or a share dividend, or
in order to make a determination of shareholders for any other proper purpose
(other than determining shareholders entitled to consent to action by
shareholders proposed to be taken without a meeting of shareholders), the Board
of Directors may provide that the share transfer records shall be closed for a
stated period but not to exceed, in any case, sixty (60) days. If the share
transfer records shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such records
shall be closed for at least ten (10) days immediately preceding such meeting.
In lieu of closing the share transfer records, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty (60) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which
the particular action requiring such determination of shareholders is to be
taken, and the determination of shareholders on such record date shall apply
with respect to the particular action requiring the same notwithstanding any
transfer of shares in the records of the Corporation after such record date.
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Section 6. Voting List. The officer having charge of the share transfer
records for shares of the Corporation shall make, at least ten (10) days before
each meeting of the shareholders, a complete list of the shareholders entitled
to vote at such meeting or any adjournment thereof, arranged in alphabetical
order, and showing the address of and the number of shares held by each, which
list, for a period of ten (10) days prior to such meeting, shall be kept on
file at the registered office or principal place of business of the
Corporation and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall be produced and kept open at
the time and place of the meeting and shall be subject to the inspection.
of any shareholder during the whole time of the meeting. The original share
transfer records shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer records or to vote at any meeting of
shareholders.
Section 7. Quorum. With respect to any matter, a quorum shall be
present at a meeting of shareholders if the holders of a majority of the shares
entitled to vote on that matter are represented at the meeting in person or by
proxy, unless otherwise provided in the Articles of Incorporation. Once a
quorum is present at a meeting of shareholders, the shareholders represented in
person or by proxy at the meeting may conduct such business as may be
property brought before the meeting until it is adjourned, and the subsequent
withdrawal from the meeting of any shareholder or the refusal of any
shareholder represented in person or by proxy to vote shall not affect the
presence of a quorum at the meeting. The shareholders represented in person or
by proxy at a meeting of shareholders at which a quorum is not present may
adjourn the meeting until such time and to such place as may be determined by a
vote of the holders of a majority of the shares represented in person or by
proxy at that meeting.
Section 8. Organization. The Chairman of the Board, if one shall be
elected, shall preside at all meetings of the shareholders. In his absence, the
Chief Executive Officer or a Vice President shall preside. In the absence of all
of these officers, any shareholder or the duly appointed proxy of any
shareholder may call the meeting to order and a chairman shall be elected from
among the shareholders present. The Secretary of the Corporation shall act as
secretary at all meetings of shareholders. In his or her absence an Assistant
Secretary shall so act and in the absence of all of these officers the
presiding officer may appoint any person to act as secretary of the meeting.
Section 9. Proxies. At any meeting of the shareholders, any shareholder
may vote either in person or by proxy executed in writing by the shareholder. 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 the
proxy form conspicuously states that the proxy is irrevocable and the proxy is
coupled with an interest.
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Section 10. Voting. Each outstanding share shall be entitled to one (1)
vote on each matter submitted to a vote at a meeting of shareholders, except as
otherwise provided in the Articles of Incorporation or by law.
Section 11. Voting of Shares by Certain Holders, Shares standing in
the name of another corporation, domestic or foreign, may be voted by
such officer, agent, or proxy as the By-laws of such corporation
may authorize or, in the absence of such authorization, as the Board of
Directors of such corporation may determine; provided, however, that when any
foreign corporation without a permit to do business in Texas lawfully owns or
may lawfully own or acquire shares in the Corporation, such foreign
corporation may vote said shares and participate in the management and
control of the business and affairs of the Corporation, as other
shareholders, subject to all laws, rules and regulations governing the
Corporation.
Shares held by an administrator, executor, guardian, or conservator may be
voted by him so long as such shares forming a part of an estate are in the
possession and forming a part of the estate being served by him, either in
person or, by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name as trustee.
Shares standing inn the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such a
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority to do so
be contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Treasury shares, shares of its own stock owned by another corporation the
majority of the voting shares of which is owned or controlled by the
Corporation, and shares of its own stock held by the Corporation 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 11. Action. When a quorum is present at any meeting, the act of
the shareholders shall be the affirmative vote of the holders of a majority of
the shares entitled to vote on that matter unless otherwise provided in the
Articles of Incorporation or these Bylaws.
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Section 12. Election of Directors. At each election for Directors every
shareholder entitled to vote at such election shall, unless otherwise provided
by the Articles of Incorporation or by applicable law, have the right to vote
the number of shares owned by him for as many persons as there are directors to
be elected and for whose election he has a right to vote. Unless otherwise
provided by the Articles of Incorporation, no shareholder shall have the right
or be permitted to cumulate his votes on any basis. A director shall be elected
only if the director receives a majority of the votes cast by the holders of
shares entitled to in the election of directors at a meeting of shareholders at
which a quorum is present.
Section 13: Action Without Meeting. Any action required by any
provision of law or of the Articles of Incorporation or these By-laws to be
taken at any annual or special meeting of shareholders or, any action which may
be taken at any annual or special meeting of shareholders, may be taken without
a meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall have been signed by the holder
or holders of shares entitled to vote with respect to the action that is the
subject of the consent having not less than the minimum number of votes that
would be necessary to take such action at a meeting at which all shares entitled
to vote thereon were present and voted. Every written consent signed by the
holders of less than all the shares entitled to vote with respect to the action
that is the subject of the consent shall bear the date of signature of each
shareholder who signs the consent. No written consent signed by the holders of
less than all the shares entitled to vote with respect to the action that is the
subject of the consent shall be effective to take the action that is the subject
of the consent unless, within 60 days after the date of the earliest dated
consent delivered to the Corporation in the manner required by law, a consent or
consents signed by the holder or holders of shares having not less than the
minimum number of votes that would be necessary to take the action that is the
subject of the consent are delivered to the Corporation by delivery to its
registered office, registered agent, principal place of business, transfer
agent, registrar, exchange agent or an officer or agent of the Corporation
having custody of the books in which proceedings of meetings of shareholders are
recorded. Delivery shall be by hand or certified or registered mail, return
receipt requested. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
shareholders who have not consented in writing.
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ARTICLE III
DIRECTORS
Section 1. Number of Directors. The powers of the Corporation shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, the Board of Directors,
consisting of not less than one (1) nor more than five (5) members who shall
be elected by the shareholders. Directors need not be residents of the
State of Texas or shareholders of the Corporation. The number of Directors may
be increased or decreased from time to time by resolution adopted by a
majority of the Board of Directors.
Section 2. Election and Term of Office. The Directors shall be elected
at the annual meeting of the shareholders (except as provided in Section 5 of
this Article). 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 at which a quorum is present. Each Director elected shall hold
office until his successor shall be elected and qualified at a subsequent
annual meeting of the shareholders or until his death, his resignation or his
removal in the manner hereinafter provided.
Section 3. Resignation. Any Director may resign at any time by giving
written notice to the President or Secretary. Such resignation shall take effect
at the time specified therein and unless otherwise specified therein the
acceptance of such resignation shall not be necessary to make it effective.
Section 4. Removal. At any special meeting of the shareholders called
expressly for that purpose, any Director or Directors, including the entire
Board of Directors, may be removed, with or without cause, and another person or
persons may be elected to serve for the remainder of his or their term by a vote
of the holders of a majority of all shares outstanding and entitled to vote at
an election of directors. In case any vacancy so created shall not be filled by
the shareholders at such meeting, such vacancy may be filled by the Directors as
provided in Section 5 of this Article.
Section 5. Vacancies. If any vacancy shall occur in the Board of
Directors, such vacancy may, subject to the provisions of Section 4 of this
Article, be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the Board of Directors or by a sole
remaining Director, and the Directors elected to fill vacancies shall be elected
for the unexpired term of his or their predecessor in office. If there are no
Directors in office, then an election of Directors may be held in the manner
provided by statute.
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Section 6. General Powers. In addition to the powers and authorities
expressly conferred upon them by these By-laws, the Board of Directors may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by the Articles of Incorporation or by these
By-laws directed or required to be exercised or done by the shareholders.
Section 7. Place of Meetings. Meetings of the Board of Directors,
regular or special, may be held either within or without the State of Texas.
Section 8. Annual Meeting. The first meeting of each newly elected
Board shall be held immediately following the adjournment of the annual meeting
of the shareholders and no notice of such meeting shall be necessary to the
newly elected Directors in order legally to constitute the meeting, provided a
quorum shall be present, or they may meet at such time and place as shall be
fixed by the consent in writing of all of the Directors.
Section 9. Regular Meetings. Regular meetings of the Board may be held
with or without notice immediately after, and at the same place as, the annual
meeting of shareholders. The Board of Directors may provide by resolution, the
time and place for the holding of additional regular meetings without notice
other than such resolution.
Section 10. Special Meetings. Special meetings of the Board may be
called by the President on two (2) days' notice to each Director given either
personally, by mail or by telegram. Special meetings shall be called by the
Chief Executive Officer or Secretary in like manner and like notice on the
written request of any Director. The purpose of or the business to be transacted
at any special meeting of the Board of Directors shall be specified in the
notice of such meeting. Attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting except where a Director attends a meeting for
the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called or convened.
Section 11. Quorum and Action. At all meetings of the Board of
Directors, a majority of the number of Directors fixed by, or in the manner
provided in, the Articles of Incorporation or these Bylaws shall constitute a
quorum for the transaction of business unless a different number or portion is
required by law or the Articles of Incorporation or these Bylaws, and the act of
a majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. If a quorum shall not be present at
any meeting of Directors, the Directors present may adjourn the meeting from
time to time without notice other than announcement at the meeting until a
quorum shall be present.
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Section 12. Presumption of Assent to Action. A Director who is present
at a meeting of the Board at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the Secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary of
the Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
Section 13. Committees. The Board of Directors may, by resolution
adopted by a majority of the full Board of Directors, designate from among its
members one or more committees, each of which shall be comprised of one or more
of the Directors of the Corporation. The board may designate one or more
Directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.
Any such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all of the authority 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; but no such committee shall have the power or authority in
reference to amending the Articles of Incorporation; proposing a reduction of
stated capital of the Corporation; approving a plan of merger or share exchange
of the Corporation; recommending to the shareholders the sale, lease or exchange
of all or substantially all of the property and assets of the Corporation;
recommending to the shareholders a voluntary dissolution of the Corporation or a
revocation thereof; amending, altering or repealing the Bylaws of the
Corporation or adopting new Bylaws of the Corporation; filling vacancies in the
Board of Directors; filling vacancies in or designating alternate members of any
committee; filling any directorship to be filled by reason of an increase in the
number of directors; electing or removing officers of the Corporation or members
or alternate members of any committee; fixing the compensation of any members or
alternate members of such committee; altering or repealing any resolution of
the board of directors that by its terms provides that it shall not be so
amendable or repealable; and, unless the resolution or the Articles of
Incorporation expressly so provides, no such committee shall have authority of
authorize a distribution or to authorize the issuance of shares of the
Corporation. Such committee or committees shall have such name and names as may
be determined from time to time by resolution adopted by the Board of Directors.
Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors.
Section 14. Compensation. Directors may receive a stated salary for
their services in an amount unanimously agreed by the Board of Directors. By
resolution of the Board a fixed sum for expenses of attendance, if any, may be
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allowed for attendance at any regular or special meeting of the Board provided
that nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
Section 15. Telephone Meetings. Directors may participate in and hold a
meeting of the Board of Directors 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 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.
Section 16. Action Without Meeting. Any action required or permitted to
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, is signed by all the
members of the Board of Directors, and such consent shall have the same force
and effect as a unanimous vote at a meeting.
ARTICLE IV
NOTICES
Section 1. Form of Notice. Whenever under the provisions of any
applicable statute, the Articles of Incorporation or these By-laws, notice is
required to be given to any director or shareholder, and no provision is made as
to how such notice shall be given, it shall not be construed to mean personal
notice exclusively, but any such notice may be given in writing, by mail,
postage prepaid, addressed to such director or shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given three (3) days after the time when
the same be thus deposited, postage prepaid, in the United States mail as
aforesaid.
Section 2. Waiver. Whenever any notice is required to be given to any
director or shareholder of the Corporation, under the provisions of any
applicable statute, the Articles of Incorporation or these By-laws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated in such notice, shall be equivalent to
the giving of such notice.
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ARTICLE V
OFFICERS
Section 1. General. The officers of the Corporation shall be elected by
the Board of Directors and shall be a President, a Vice President, a Secretary
and a Treasurer. The Board of Directors may also, if it chooses to do so, elect
a Chairman of the Board, one or more Vice Presidents, one or more Assistant
Secretaries. and one or more Assistant Treasurers, all of whom shall also be
officers. Two or more offices may be held by the same person, except the
offices of Chief Executive Officer and Secretary.
Section 2. Election, Term of Office and Qualification. The officers of
the Corporation shall be elected by the Board of Directors at its first meeting
after each annual meeting of shareholders. The Board shall elect a President,
Vice President, Secretary, Treasurer and any Assistant Officers the Board has
determined are needed, none of whom need to be a member of the Board. Each
officer so elected shall hold office until his successor has been duly chosen
and has qualified or until his death or his resignation or removal in the
manner hereinafter provided.
Section 3. Subordinate Officers. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms, have such authority and perform such duties as the Board
of Directors may from time to time determine. The Board of Directors may
delegate to any officer the power to appoint any such subordinate officer or
agent.
Section 4. Resignation. Any officer may resign at any time by giving
written notice thereof to the Board of Directors. Any such resignation shall
take effect at the time specified therein and unless otherwise specified therein
the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Removal. Any officer may be removed by the Board whenever in
its judgment the best interests of the Corporation will be served thereby.
Section 6. Vacancies. A vacancy in any office shall be filled for the
unexpired portion of the term by the Board of Directors, but in case of a
vacancy occurring in an office filled in accordance with the provisions of
section 3 of this Article, such vacancy may be filled by the superior officer
upon whom such power has been conferred by the Board of Directors.
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Section 7. Chairman. The Chairman of the Board, if one shall be
elected, shall preside at all meetings of the shareholders and directors. In
addition, the Chairman of the Board shall perform whatever duties and shall
exercise all powers that are given to him by the Board of Directors.
Section 8. President. The President shall be the chief executive
officer of the Corporation; shall (in absence of the Chairman of the Board)
preside at meetings of the shareholders and Directors; shall have general and
active management of the business of the Corporation; and shall see that all
orders and resolutions of the Board of Directors are carried into effect. He
may sign, with any other proper officer, certificates for shares of the
Corporation and any deeds, bonds, mortgages, contracts and other documents which
the Board of Directors has authorized to be executed, except where requited by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors or
these By-laws, to some other officer or agent of the Corporation.
Sections 9. Vice President. An the absence of or inability of the
President to act, the Vice President shall perform the duties and exercise the
powers of the Chief Executive Officer and shall perform such other functions as
the Board of Directors may from time to time prescribe.
Section 10. Secretary. The Secretary, when available, shall attend all
meetings of the Board of Directors and all meetings of the shareholders and
record all votes and the minutes of all proceedings in a book to be kept for
that purpose. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the Board of Directors as required by
law or these By-laws, be custodian of the Corporate records and have general
charge of the share transfer records of the Corporation and shall perform such
other duties as may be prescribed by the Board of Directors or President, under
whose supervision he shall be. He may sign, with any other proper officer,
certificates for shares of the Corporation and shall keep in safe custody the
seal of the Corporation, and, when authorized by the Board, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his
signature.
Section 11. 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 of Directors or the President.
Section 12. Treasurer. The Treasurer shall have the care and custody of
and be responsible for all of the funds and securities of the Corporation and
shall deposit such funds in the name and to the credit of the Corporation in
such a bank and safe deposit vaults as the Directors may
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designate. He shall exhibit at all reasonable times his books and accounts to
any Director or shareholder of the Corporation upon application at the office of
the Corporation during business hours. He shall render a statement of the
condition of the finances of the Corporation at each stated meeting of the Board
of Directors if called upon to do so, and a full report at the annual meeting of
shareholders. He shall keep at the office of the Corporation correct books of
account of all of its business and transactions and such books of account as
the Board of Directors may require. He shall do and perform all other duties
incident to the office of Treasurer as may be prescribed by the President or
Board of Directors from time to time.
Section 13. Assistant Treasurers. Any Assistant Treasurer, in the
absence or disability of the Treasurer, shall perform the duties and exercise
the powers of the Treasurer and shall perform such other duties as may be
prescribed by the Board of Directors or the President
Section 14. Bonding. If required by the Board of Directors all or
certain of the officers 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 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 of
whatever kind in their possession or under their control belonging to the
Corporation.
Section 15. Salaries. The salary or other compensation of officers
shall be fixed from time to time by the Board of Directors. The Board of
Directors may delegate to any officer the power to fix from time to time the
salary or other compensation of subordinate officers and agents appointed in
accordance with the provisions of Section 3 of this Article.
Section 16. Voting Upon Shares Held by The Corporation. The Board of
Directors may authorize any officer to act on behalf of the Corporation in
regard to shares of other corporations owned by this Corporation in which event
he shall have full power and authority to attend and to act and to vote at any
meeting of shareholders of any corporation in which this Corporation may hold
shares and at any such meeting shall possess and may exercise any and all of the
rights and powers incident to the ownership of such shares which, as the owner
thereof, the Corporation might have possessed and exercised, if present. The
Board of Directors by resolution from time to time may confer like powers upon
any other person or persons.
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ARTICLE VI
CERTIFICATES REPRESENTING SHARES
Section 1. Form of Certificates. The certificates representing shares
of the Corporation shall be in such form, not inconsistent with statutory
provisions and the Articles of Incorporation, as shall be approved by the Board.
of Directors. The certificates shall be signed by the President of the
Corporation and sealed with the corporate seal or a facsimile thereof. In case
any officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued with the same effect as if he were such officer at the
date of its issuance. All certificates shall be consecutively numbered and the
name of the person owning the shares represented thereby, with the number of
such shares and the date of issue, shall be entered on the Corporation's share
transfer records.
Section 2. Ownership of Shares. The Corporation shall be entitled to
treat the holder of record of any share or shares as the owner of such share or
shares with all of the rights of ownership and 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
thereof, except ass otherwise provided by the laws of the State of Texas.
Section 3. Lost Certificates. The Corporation may direct that a new
certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing the issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of the lost or destroyed certificate, or his
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 or destroyed.
Section 4. Transfer of Shares. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction in the share transfer records. Upon receipt of proper transfer
instructions from the registered owner of the uncertified shares such
uncertificated shares shall be canceled and issuance of new equivalent
uncertificated shares or certificated shares shall be made to the person
entitled thereto and the transaction shall be recorded upon the books of the
Corporation.
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ARTICLE VII
GENERAL PROVISIONS
Section 1. Distributions. The Board of Directors may authorize and the
Corporation may make distributions subject to any restrictions in its Articles
of Incorporation and the applicable laws of the State of Texas.
Section 2. Reserves. There may be created by resolution of the Board of
Directors out of the earned surplus of the Corporation such reserve or
reserves as the Board of Directors 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. Seal. If one be adopted, the corporate seal shall have
inscribed thereon the name of the Corporation and shall be in such form as may
be approved by the Board of Directors. Said seal may be used by causing it or a
facsimile of it 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 4. Fiscal Year. The fiscal year of the Corporation shall
commence on the 1st day of October and terminate on the 30th day of September of
each year.
Section 5. Reports of Situation and Amount of Business. The Board of
Directors shall, when requested by the holders of at least one-tenth (1/10) of
the outstanding voting shares of the Corporation, present written reports of
the situation and amount of business of the Corporation and shall present a full
and clear statement of the business and condition of the Corporation at every
annual meeting.
Section 6. Checks, Notes, etc. All checks or demands for money and
notes of the Corporation shall be signed by the President of the Corporation.
Section 7. Examination of Books and Records. Any person who shall have
been a shareholder of record for at least six (6) months immediately preceding
his demand, or who shall be the holder of record of at least five percent (5%)
of all the outstanding shares of the Corporation, upon written demand stating
the purpose thereof, shall have the right to examine, in person or by agent,
accountant or attorney, at any reasonable time or times, for any proper purpose,
its relevant books and records of account, minutes, and share transfer records,
and to make extracts therefrom.
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Section 8. Indemnification of Directors. Subject to the applicable laws
of the State of Texas and the limitations contained in these Bylaws, the
Corporation shall indemnify any person who was, is, or is threatened to be made
a named defendant in any proceeding because the person is or was a director or
former director of the Corporation, or any person who may have served at
its request as a director of another corporation in which it owns stock, or
of which it is a creditor, against judgments, penalties, fines, settlements
and reasonable expenses actually incurred by him. Indemnification will be made
only where it is determined that the person conducted himself in good faith
and in the case his conduct in his official capacity as a director, the
person reasonably believed that his conduct was in the Corporation's best
interests, and, in all other cases, reasonably believed that his conduct was
not opposed to the Corporation's best interests, and, had no reasonable cause to
believe that his conduct was unlawful.
If a person is found liable to the Corporation or is found liable on the basis
that personal benefit was improperly received by the person, indemnification is
limited to reasonable expenses actually incurred by the person in connection
with the proceeding and shall not be made in respect of any proceeding in which
the person shall have been found liable for willful or intentional misconduct
in the performance of his duty to the Corporation. Indemnification shall be not
be made with respect to a proceeding in which a person is found liable on the
basis that personal benefit was improperly received by him or in which he is
found liable to the Corporation. Such a determination of indemnification is to
be made by a majority vote of a quorum consisting of directors who at the time
of the vote are not named defendants or respondents in the proceeding; or, if
such a quorum cannot be obtained, by a majority vote of a committee of the
board consisting of two or more directors who, at the time of the vote, are not
named defendants or respondents in the proceeding, designated to act in the
matter by a majority vote of all directors; or by special legal counsel selected
by the Board or a committee of the board by majority vote of a quorum consisting
of directors who at the time of the vote are not named defendants or
respondents in the proceeding or by majority vote of a committee of the board
consisting solely of two or more directors who at the time of the vote are not
named defendants or respondents in the proceeding or by a majority vote of all
directors; or by the shareholders in a vote that excludes the shares held by
directors who are named defendants or respondents in the proceeding.
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ARTICLE VIII
MISCELLANEOUS
Section 1. Compliance With By-Laws. Any action taken or determination
made in good faith by the shareholders or the Board of Directors shall be
effective, valid and binding although the same may not have been taken
or made in strict compliance with the By-laws of the Corporation.
ARTICLE IX
AMENDMENTS
Section 1. Amendments. These By-Laws may be altered, amended or
repealed or new By-Laws may be adopted by the shareholders or by the Board of
Directors, at any regular meeting of the shareholders or of the Board of
Directors or at any special meeting of the shareholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
ByLaws be contained in the notice of such special meeting.
Dated: May 5, 1995