Exhibit 3.263
EMERGENCY MEDICINE EDUCATION SYSTEMS, INC.
BYLAWS
ARTICLE I
OFFICES
Section 1.01 Registered Office. The registered office of the
corporation shall be located at such place within the State of Texas as the
Board of Directors may from time to time determine. The initial registered
office of the corporation shall be as specified in the Articles of Incorporation
of the corporation.
Section 1.02 Other Offices. The corporation may also have offices at
such other places, either within or without the State of Texas, as the board of
directors may from time to time determine or as the business of the corporation
may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01 Location. All annual meetings of shareholders shall be
held at the offices of the corporation in the City of Irving, County of Dallas,
State of Texas, or at such other place, within or without the State of Texas, as
may be designated by the board of directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof. All special meetings of
shareholders shall be held at such location, within or without the State of
Texas, as may be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2.02 Annual Meetings. Annual meetings of shareholders shall be
held at such time and date as may be designated by the Board of Directors, at
which the shareholders shall elect directors and transact such other business as
may properly be brought before the meeting.
Section 2.03 Special Meetings. Special meetings of the shareholders
may be called by the president, the board of directors or the holders of not
less than one-tenth (1/10) of all shares entitled to vote at the meeting.
Business transacted at any special meeting shall be confined to the purposes
stated in the notice thereof.
Section 2.04 Notice. Written or printed notice stating the place, day
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the day 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.
Section 2.05 Quorum. The holders of a majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at
meetings of shareholders except
as otherwise provided in the articles of incorporation in accordance with
Article 2.28 of Texas Business Corporation Act, as amended (the "TBCA"). Unless
otherwise provided in the articles of incorporation, once a quorum is present at
a meeting of the shareholders, the shareholders represented in person or by
proxy at the meeting may conduct such business as may be properly brought before
the meeting until it is adjourned, and the subsequent withdrawal from the
meeting by 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. Unless otherwise provided in the articles of incorporation, the
shareholders represented in person or by proxy at any meeting of the
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. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the meeting as
originally notified and called.
Section 2.06 Votes Required for Action. With respect to any matter,
other than the election of directors or a matter for which the affirmative vote
of the holders of a specified portion of the shares entitled to vote is required
by the TBCA, the affirmative vote of the holders of a majority of the shares
entitled to vote on that matter and represented in person or by proxy at a
meeting of shareholders at which a quorum is present shall be the act of the
shareholders, unless otherwise provided by the articles of incorporation in
accordance with Article 2.28 of the TBCA. Unless otherwise provided in the
articles of incorporation in accordance with Article 2.28 of the TBCA, 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.
Section 2.07 Voting Rights. Each outstanding share, regardless of
class, shall be entitled to one 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 are limited or denied by the articles of incorporation or
the TBCA.
Section 2.08 Proxies. A shareholder may vote in person or by proxy
executed in writing by the shareholder. A telegram, telex, cablegram or similar
transmission by the shareholder, or a photographic, photostatic, facsimile or
similar reproduction of a writing executed by the shareholder shall be treated
as an execution in writing for purposes of this Section. No proxy shall be valid
after eleven (11) months from the date of its execution unless otherwise
provided in the proxy. Each proxy shall be revocable unless the proxy form
conspicuously states that the proxy is irrevocable and the proxy is coupled with
an interest.
Section 2.09 List of Shareholders. The officer or agent having charge
of the stock transfer books shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and 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 the usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any
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shareholder during the whole time of the meeting. The original stock transfer
books shall be prima facie evidence as to who are the shareholders entitled to
examine such list or transfer book or to vote at any such meeting of
shareholders.
Section 2.10 Closing of Share Transfer Records and Fixing Record Date
for Matters Other than Consents to Action. 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 the
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 the shareholders), the board of directors may
provide that the share transfer records shall be closed for a stated period 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. If the share transfer records
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive a distribution by the corporation (other than a distribution
involving a purchase or redemption by the corporation of any of its own shares)
or a share dividend, the date on which the notice of the meeting is mailed or
given or the date on which the resolutions of the board of directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof, except where the
determination has been made through the closing of the share transfer records
and the stated period of closing has expired.
Section 2.11 Fixing Record Dates for Consents to Action. Unless a
record date shall previously have been fixed or determined pursuant to Section
2.10 or this Section 2.11 of these bylaws, whenever action by shareholders is
proposed to be taken by consent in writing without a meeting of the
shareholders, the board of directors may fix a record date for the purpose of
determining shareholders entitled to consent to that action, which record date
shall not precede, and shall not be more than ten (10) days after, the date upon
which the resolution fixing the record date is adopted by the board of
directors. If no record date has been fixed by the board of directors and the
prior action of the board of directors is not required by the TBCA, the record
date for determining shareholders entitled to consent to action in writing
without a meeting shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the corporation having custody of the books
in which proceedings of meetings of shareholders are recorded, with such
delivery made by hand or by certified or registered mail, return receipt
requested, and in the case of delivery to the corporation's principal place of
business, with such delivery addressed to the president of the
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corporation. If no record date shall have been fixed by the board of directors
and prior action of the board of directors is required by the TBCA, the record
date for determining shareholders entitled to consent to action in writing
without a meeting shall be at the close of business on the date on which the
board of directors adopts a resolution taking such prior action.
Section 2.12 Action Without Meeting.
(1) Any action required by law to be taken at a meeting of the
shareholders, and/or any action that may be taken at a meeting of the
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 be signed by the holder or holders of shares having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at which the holders of all shares entitled to vote on the action were present
and voted.
(2) Every written consent of the shareholders shall bear the date of
signature of each shareholder who signs the consent. No written consent shall be
effective to take the action that is the subject of the consent unless, within
sixty (60) days after the date of the earliest dated consent delivered to the
corporation as provided below, 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, its principal place of
business, or an officer or agent of the corporation having custody of the books
in which proceedings of meetings of the shareholders are recorded. Such delivery
shall be made by hand or by certified or registered mail, return receipt
requested, and in the case of delivery to the corporation's principal place of
business, shall be addressed to the president of the corporation.
(3) A telegram, telex, cablegram or similar transmission by a shareholder,
or a photographic, photostatic, facsimile or other similar reproduction of a
writing signed by a shareholder, shall be regarded as signed by the shareholder
for the purposes of this Section.
(4) Prompt notice of the taking of any action by shareholders without a
meeting by less than unanimous written consent shall be given to those
shareholders who did not consent in writing to the action.
Section 2.13 Telephone Meetings. Shareholders may participate in and
hold a meeting by means of conference telephone or similar communication
equipment by means of which all persons participating in the meeting can hear
each other. Participation in such a meeting shall constitute presence in person
at the 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 2.14 Minutes. The shareholders shall keep regular minutes of
their proceedings, and such minutes shall be placed in the minute book of the
corporation.
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ARTICLE III
DIRECTORS
Section 3.01 Management. 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 its board of directors,
which 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 bylaws directed or required to be exercised and done by the shareholders.
Section 3.02 Number; Election; Term; Qualification; Removal. The
number of directors of the corporation shall be such number as shall be from
time to time specified by resolution of the board of directors; provided,
however, that no director's term shall be shortened by reason of a resolution
reducing the number of directors; and. further provided that the number of
directors constituting the initial board of directors shall be two (2), and
shall remain at such number unless and until changed by resolution of the board
of directors as aforesaid. The directors shall be elected at the annual meeting
of the shareholders, except as provided in Section 3.03, and each director
elected shall hold office for the term for which he is elected and until his
successor is elected and qualified. Directors need not be residents of the State
of Texas or shareholders of the corporation. Any director may be removed at any
time, with or without cause, at a special meeting of the shareholders called for
that purpose.
Section 3.03 Resignations; Vacancies. A director may resign at any
time by giving written notice to the board of directors. Such resignation shall
take effect at the date of receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any vacancy occurring
in the board of directors may be filled by the affirmative vote of a majority of
the remaining directors (or by the sole remaining director) though less than a
quorum of the board of directors, or may be filled by an election at an annual
or special meeting of the shareholders called for that purpose; provided,
however, that if the vacancy is caused by reason of an increase in the number of
directors, the board of directors may vote to fill not more than two such
directorships during the period between any two successive annual meetings of
shareholders. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office, or until the next election of one
or more directors by shareholders if the vacancy is caused by an increase in the
number of directors.
Section 3.04 Location of Meetings. Meetings of the board of directors,
regular or special, may be held either within or without the State of Texas.
Section 3.05 First Meeting of New Board. The first meeting of each
newly elected board of directors shall be held at such time and place as shall
be fixed by the vote of the shareholders at the annual meeting, 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. In the event of
the failure of the shareholders to fix the time and place of such first meeting
of the newly elected board of directors, or in the event such meeting is not
held at the time and place so fixed by the shareholders, the meeting may be held
at such time and place as
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shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.
Section 3.06 Regular Meetings. Regular meetings of the board of
directors may be held without notice at such time and at such place as shall
from time to time be determined by the board of directors.
Section 3.07 Special Meetings. Special meetings of the board of
directors may be called by the president and shall be called by the secretary on
the written request of two (2) directors. Written notice of special meetings of
the board of directors shall be given to each director at least three (3) days
before the date of the meeting. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.
Section 3.08 Quorum; Votes Required. A majority of the directors shall
constitute a quorum for the transaction of business and the act of the majority
of the directors present at a meeting at which a quorum is present shall be the
act of the board of directors, unless a greater number is required by law or the
articles of incorporation. If a quorum shall not be present at any meeting of
the board of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present. At such adjourned meeting at which a quorum shall be
present, any business may be transacted that might have been transacted at the
meeting as originally notified and called.
Section 3.09 Action Without Meeting. Any action required or permitted
to be taken at a meeting of the board of directors or any committee may be taken
without a meeting if a consent in writing, setting forth the action taken, is
signed by all of the members of the board of directors or the committee, as the
case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting of the board of directors or the committee, as the
case may be, duly called and held.
Section 3.10 Telephone Meetings. Directors and committee members may
participate in and hold a meeting by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other. Participation in such a meeting shall constitute
presence in person at the 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 3.11 Committees of Directors. The board of directors, by
resolution adopted by a majority of the whole board, may designate from among
its members one or more committees, each of which shall be comprised of one or
more of its members, and may designate one or more of its members as alternate
members of any committee, who may, subject to any limitations imposed by the
board of directors, replace absent or disqualified members at any meeting of
that committee. Any such committee, to the extent provided in such resolution,
shall have and may exercise all of the authority of the board of directors in
the business and affairs of the corporation except where the action of the board
of directors is required, or the authority of
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such committee is limited, by statute. The number of members on each committee
may be increased or decreased from time to time by resolution of the board of
directors. Any member of any committee may be removed from such committee at any
time by resolution of the board of directors. Vacancies in the membership of a
committee (whether by death, resignation, removal or otherwise) may be filled by
resolution of the board of directors. The time, place and notice (if any) of
meetings of any committee shall be determined by such committee. At meetings of
any committee, a majority of the number of members of such committee shall
constitute a quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present shall be the
act of such committee, except as otherwise specifically provided by statute, the
articles of incorporation, or these bylaws. If a quorum is not present at a
meeting of any committee, the members present may adjourn the meeting from time
to time, without notice other than an announcement at the meeting, until a
quorum is present. Each committee shall keep regular minutes of its proceedings
and report the same to the board when required. The designation of any such
committee of the board of directors and the delegation thereto of authority
shall not operate to relieve the board of directors, or any member thereof, of
any responsibility imposed upon it or him by law.
Section 3.12 Compensation of Directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the board of directors
and may be paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of committees of the board may be allowed like
compensation for attending committee meetings.
Section 3.13 Minutes. The board of directors shall keep regular
minutes of its proceedings, and such minutes shall be placed in the minute book
of the corporation.
ARTICLE IV
NOTICES
Section 4.01 General. Notices to shareholders, directors and committee
members shall be in writing and may be delivered personally or mailed by U.S.
mail, postage prepaid, to the shareholders, directors or committee members,
respectively, at their addresses appearing on the books and share transfer
records of the corporation. Notice to shareholders shall be deemed to be given
at the time when the same shall be so delivered or mailed. Notice to directors
and committee members may also be given by nationally recognized overnight
delivery or courier service, facsimile transmission or telegram, and shall be
deemed given when such notice shall be received by the proper recipient or, if
earlier, (i) in the case of an overnight delivery or courier service, one (1)
day after such notice is sent by such overnight delivery or courier service;
(ii) in the case of telegraph, when deposited at a telegraph office for
transmission and all appropriate fees therefor have been paid; and (iii) in the
case of mailing by U.S. mail, three (3) days after such notice is mailed as
described above.
Section 4.02 Waivers. Whenever any notice is required to be given to
any shareholder, director or committee member under the provisions of law or of
the articles of
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incorporation or of these bylaws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be equivalent to the giving of such notice.
Section 4.03 Attendance as Waiver. Attendance of a director or member
of a committee at a meeting shall constitute a waiver of notice of such meeting,
except where a director or committee member attends a 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 4.04 Omission of Notice to Shareholders. Any notice required
to be given to any shareholder under any provision of the TBCA, the articles of
incorporation or these bylaws need not be given to the 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 (12) month period have been mailed to that person,
addressed at his address as shown on the share transfer records of the
corporation, and 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. 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.
ARTICLE V
OFFICERS
Section 5.01 General. The officers of the corporation shall consist of
a president and a secretary and may also include a chairman of the board, a
vice-chairman of the board, one or more vice presidents, one or more assistant
secretaries, and a treasurer and one or more assistant treasurers, each of whom
shall be elected by the board of directors. The chairman and vice-chairman of
the board, if any, shall each be members of the board of directors, but no other
officers of the corporation need be a director. Any two or more offices may be
held by the same person.
Section 5.2 Election of Officers; Salaries. At the first meeting of
the board of directors after each annual meeting of shareholders, the board of
directors shall choose a president and a secretary. Such other officers and
assistant officers and agents as may be deemed necessary may also be elected or
appointed by the board of directors. The salaries of all officers and agents of
the corporation shall be fixed by the board of directors.
Section 5.03 Term of Office. The officers of the corporation shall
hold office until their respective successors are chosen and qualify. Any
officer or agent who is elected or appointed by the board of directors may be
removed by the board of directors at any time, if, in the judgment of the board
of directors, the best interests of the corporation will be served thereby;
provided, that such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Any vacancy occurring in any office of the
corporation (whether by death, resignation, removal or otherwise) shall be
filled by resolution of the board of directors.
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Section 5.04 Chairman of the Board. The board of directors may, in its
discretion, choose a director to serve as chairman of the board. The chairman of
the board, if any, shall preside at meetings of the shareholders and of the
board of directors, shall be an ex officio member of all committees, and shall
have such other powers and perform such other duties as the board of directors
may from time to time prescribe.
Section 5.05 Vice-Chairman of the Board. The board of directors may,
in its discretion, choose a director to serve as vice-chairman of the board. The
vice-chairman of the board, if any, shall in the absence of the chairman of the
board perform the duties and exercise the powers of the chairman of the board,
and shall perform such other duties and exercise such other powers as the board
of directors may from time to time prescribe.
Section 5.06 President. The president shall be the chief executive
officer of the corporation, 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. In the event the board of directors
shall not have designated a chairman of the board, or in the absence of the
chairman of the board, the president shall preside at meetings of the
shareholders and the board of directors. The president may sign and execute
contracts, agreements and other documents on behalf of the corporation, and may
sign and execute bonds, mortgages and other contracts requiring a seal, under
the seal of the corporation, except where required or permitted 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 to some other officer or
agent of the corporation. In addition, the president shall have such other
powers and perform such other duties as shall be designated by the board of
directors from time to time.
Section 5.07 Vice Presidents. The vice presidents, if any, in the
order of their seniority, unless otherwise determined by the board of directors,
shall, in the absence or disability of the president, perform the duties and
exercise the powers of the president. They shall perform such other duties and
exercise such other powers as the board of directors may from time to time
prescribe.
Section 5.08 Secretary. The secretary shall attend all meetings of the
board of directors and all meetings of the shareholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for any
committees when required. The secretary shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. The secretary
shall keep in safe custody the seal of the corporation and, when authorized by
the board of directors, affix the same to any instrument requiring it and, when
so affixed, it shall be attested by his signature or by the signature of an
assistant secretary, the treasurer or an assistant treasurer.
Section 5.09 Assistant Secretaries. The assistant secretaries, if any,
in the order of their seniority, unless otherwise determined by the board of
directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary. They
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shall perform such other duties and exercise such other powers as the board of
directors may from time to time prescribe.
Section 5.10 Treasurer. The treasurer, if any, shall have the custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors. In the absence of the election or appointment of a treasurer or any
assistant treasurers by the board of directors, the duties of the office of
treasurer shall be performed by the secretary of the Corporation. The treasurer
shall disburse the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, and shall render to
the president and the board of directors at its regular meetings or when the
board of directors so requires an account of all his transactions as treasurer
and of the financial condition of the corporation. If required by the board of
directors, he shall give the corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 5.11 Assistant Treasurers. The assistant treasurers, if any,
in the order of their seniority, unless otherwise determined by the board of
directors, shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer. They shall perform such other
duties and exercise such other powers as the board of directors may from time to
time prescribe.
ARTICLE VI
SHARES OF STOCK
Section 6.01 Certificates. The corporation shall deliver certificates
representing all shares to which shareholders are entitled; and such
certificates shall be signed by the president or a vice president, and the
secretary or an assistant secretary of the corporation, and may be sealed with
the seal of the corporation or a facsimile thereof. Each certificate
representing shares shall state upon the face thereof that the corporation is
organized under the laws of the State of Texas, the name of the person to whom
issued, the number and class and the designation of the series, if any, that
such certificate represents, and the par value of each share represented by such
certificate or a statement that the shares are without par value.
Section 6.02 Issuance; Payment. Shares (both treasury and authorized
but unissued) may be issued for such consideration (not less than par value in
the case of authorized but unissued shares) and to such persons as the board of
directors may from time to time determine. Consideration for the issuance of
shares may be paid in whole or in part, in money or other property, tangible or
intangible, and/or by labor or services actually performed for the corporation.
When payment of the consideration for which shares are to be issued shall have
been received by the corporation, such shares shall be deemed fully paid and
nonassessable.
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Neither promissory notes nor future services shall constitute payment or part
payment to the corporation for shares. In the absence of fraud in the
transaction, the good faith determination of the board of directors as to the
value of the consideration received for shares shall be conclusive. No
certificate shall be issued for any share or shares until the consideration
therefor has been fully paid.
Section 6.03 Shares of More than One Class. If the corporation is
authorized to issue shares of more than one class, each certificate representing
shares issued by the corporation (1) shall conspicuously set forth on the face
or back of the certificate a full statement of (a) all of the designations,
preferences, limitations and relative rights of the shares of each class
authorized to be issued and, (b) if the corporation is authorized to issue
shares of any preferred or special class in series, the variations in the
relative rights and preferences of the shares of each such series to the extent
they have been fixed and determined and the authority of the board of directors
to fix and determine the relative rights and preferences of subsequent series;
or (2) shall conspicuously state on the face or back of the certificate that (a)
such a statement is set forth in the articles of incorporation on file in the
office of the Secretary of State and (b) the corporation will furnish a copy of
such statement to the record holder of the certificate without charge on written
request to the corporation at its principal place of business or registered
office.
Section 6.04 Limitation of Preemptive Rights. If the corporation has
by its articles of incorporation limited or denied the preemptive right of
shareholders to acquire unissued or treasury shares of the corporation, every
certificate representing shares issued by the corporation (1) shall
conspicuously set forth upon the face or back of the certificate a full
statement of the limitation or denial of preemptive rights contained in the
articles of incorporation, or (2) shall conspicuously state on the face or back
of the certificate (a) that there is on file in the office of the Secretary of
State a full statement of the limitation or denial of preemptive rights
contained in the articles of incorporation, and (b) that the corporation will
furnish a copy of such statement to any shareholder without charge upon written
request to the corporation at its principal place of business or registered
office.
Section 6.05 Signatures. The signatures of the president or vice
president and the secretary or assistant secretary upon a certificate may be
facsimiles, if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the corporation itself or an employee of
the corporation. In case any officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer at the date of the issuance.
Section 6.06 Lost Certificates. The board of directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates 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 of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity
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against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
Section 6.07 Transfer of Certificates. 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, assignment 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 upon its books.
Section 6.08 Restriction of Transfer of Shares. If the corporation
issues any shares that are not registered under the Securities Act of 1933, as
amended, and registered or qualified under any applicable state securities laws,
the transfer of any such shares shall be restricted in accordance with the
following legend, which shall be conspicuously set forth on the face or on the
back of each certificate representing such shares:
"The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the 'Act'), or
registered or qualified under the securities laws of any state, and the
holder hereof cannot make any sale, assignment or other transfer of any
shares of such stock except pursuant to an offering of such shares duly
registered under the Act and registered or qualified under any applicable
state securities laws, or under such other circumstances as in the opinion
of counsel for or satisfactory to the issuer shall not, at the time,
require registration under the Act and/or registration or qualification
under any state securities law. Also said shares are 'restricted
securities' within the meaning of Rule 144 promulgated by the Securities
and Exchange Commission under the Act and may be subject to the limitations
and reporting requirements of said rule upon resale or other disposition
thereof."
In the event any restriction on the transfer, or registration of the
transfer, of shares shall be imposed or agreed to by the corporation, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a specified document and (a) that the corporation
will furnish to the record holder of the certificate a copy of the specified
document without charge upon written request to the corporation at its principal
place of business or registered office, or (b) if such document is one required
or permitted by law to be and has been so filed, that such specified document is
on file in the office of the Secretary of State and contains a full statement of
such restriction.
Section 6.09 Registered Holders of Shares. Unless otherwise provided
in the TBCA, and subject to the provisions of Chapter 8 - Investment Securities
of the Texas Business and Commerce Code, as amended:
(1) The corporation may regard the person in whose name any shares of the
corporation are registered in the share transfer records of the corporation at
any particular time (including, without limitation, as of a record date fixed
pursuant to Section 2.10 or 2.11 of these bylaws) as
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the owner of those shares at that time for purposes of voting those shares,
receiving distributions thereon or notices in respect thereof, transferring
those shares, exercising rights of dissent with respect to those shares,
exercising or waiving any preemptive rights with respect to those shares,
entering into any agreements with respect to those shares in accordance with
Articles 2.22 or 2.30 of the TBCA, or giving proxies with respect to those
shares; and
(2) Neither the corporation nor any of its officers, directors, employees
or agents shall be liable for regarding that person as the owner of those shares
at that time for those purposes, regardless of whether that person does not
possess a certificate representing those shares.
ARTICLE VII
INDEMNIFICATION
Section 7.01 General. The corporation shall indemnify persons for whom
indemnification is permitted by the Texas Business Corporation Act to the
fullest extent permissible under the Texas Business Corporation Act, and may
purchase such indemnification insurance as the Board of Directors from time to
time shall determine.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01 Dividends. The board of directors may declare and the
corporation may pay dividends on its outstanding shares in cash, property or its
own shares pursuant to law and subject to the provisions of its articles of
incorporation.
Section 8.02 Reserves. The board of directors may by resolution create
a reserve or reserves out of surplus for any proper purpose or purposes, and may
modify or abolish any such reserve in the same manner.
Section 8.03 Books and Records. The corporation shall keep books and
records of account and shall keep minutes of the proceedings of all meetings of
the shareholders, the board of directors and each committee of the board of
directors. The corporation shall keep at its registered office or, whether
within or outside the state of Texas, at its principal place of business or at
the office of its transfer agent or registrar, a record of the original issuance
of shares issued by the corporation and a record of each transfer of those
shares that have been presented to the corporation for registration of transfer.
Such records shall contain the names and addresses of all past and current
shareholders and the number and class of shares issued by the corporation held
by each of them. Any books, records, minutes and share transfer records may be
in written form or in any other form capable of being converted into written
form within a reasonable time.
Section 8.04 Report to Shareholders. The board of directors must, when
requested by the holders of at least one-third (1/3) of the outstanding shares
of the corporation, present to the shareholders written reports giving a full
and clear statement of the business and condition of the corporation, including
a reasonably detailed balance sheet and income statement.
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Section 8.05 Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
Section 8.06 Fiscal Year. The fiscal year of the corporation shall be
fixed by the resolution of the board of directors.
Section 8.07 Seal. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Texas." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
Section 8.08 Construction. Whenever the context or circumstances so
require, for all terms used herein the masculine shall include the feminine and
neuter, and the singular shall include the plural, and vice versa. If any
provision of these Bylaws shall be held illegal, invalid or inoperative, then,
so far as is reasonable and possible (1) the remainder of the Bylaws shall be
and remain legal, valid and operative and (2) effect shall be given the intent
manifested by the provision held illegal, invalid or inoperative and to that
end, such illegal, invalid or inoperative provision shall be deemed to have been
replaced by a provision that is as similar to such illegal, invalid or
inoperative provision as possible and still be legal, valid and operative.
Section 8.09 Headings. Headings used in these Bylaws have been
inserted for administrative convenience only and do not constitute matter to be
construed in interpretation of the substantive provisions of these Bylaws.
ARTICLE IX
AMENDMENT OF BYLAWS
Section 9.01 General. These Bylaws may be altered, amended or repealed
or new bylaws may be adopted at any meeting of the board of directors at which a
quorum is present, by the affirmative vote of a majority of the directors
present at such meeting (provided notice of the proposed alteration, amendment
or repeal is contained in the notice of the meeting), subject to repeal or
change at any meeting of the shareholders at which a quorum is present, by the
affirmative vote of a majority of the shareholders present at such meeting
(provided notice of the proposed alteration, amendment or repeal is contained in
the notice of the meeting).
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