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AMENDED AND RESTATED BYLAWS EXHIBIT 3.2
BYLAWS
OF
SURREY, INC.
ARTICLE I
Meetings of Shareholders
Section 1, Place. Meetings of the Shareholders of the
Corporation shall be held either within or without the State. In the absence of
any provision to the contrary in the notice or call of the meeting, all
meetings shall be held at the main business office of the company.
Section 2, Annual Meetings. The Board of Directors may cause regular
meetings of the Shareholders to be held on an annual basis for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. Such annual meetings shall be held on the date and at the
time and place fixed by the Board of Directors.
Section 3, Special Meetings. Special meetings of the Shareholders
may be called by the President, the Board of Directors, the holders of not less
than one-tenth of all shares entitled to vote at the meeting so called, or such
other officers or persons as may be provided by resolution of the Board of
Directors.
Section 4, Notice of Meetings. Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than 10
nor more than 50 days before the day of the meeting, either personally or by
mail, at the direction of the President, the Secretary, or the officer or
person or persons calling the meeting, to each Shareholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the Shareholder at his
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid. Attendance at a meeting shall be deemed to be waiver
of notice, unless the Shareholder attending does so for the purpose of
protesting the legality of the meeting and announces such purpose before
casting a vote on any business before the meeting.
Section 5, Quorum. The holders of a majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of Shareholders, but in no event shall a quorum consist of the holders
of less than one-third (1/3) of the shares entitled to vote and thus
represented at such meeting of Shareholders, but in no event shall a quorum
consist of the holders of less than present shall be necessary to take action
on any matter coming before the meeting, unless the vote of a greater number is
required by law, by the Articles of Incorporation, or by these Bylaws.
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Section 6, Voting of Shares.
(a) Each outstanding share of common stock shall be entitled to one
(1) vote for each matter submitted to a vote at a meeting of Shareholders.
(b) Treasury shares, shares of Corporation stock owned by another
corporation, the majority of the voting stock of which is owned or controlled
by the Corporation, and the shares of the Corporation's own stock held by a
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. "Treasury shares" shall mean shares of
the Corporation which have been issued, have been subsequently acquired by and
belong to the Corporation, and have not been cancelled or restored to the
status of authorized but unissued shares. Treasury shares shall be deemed to be
"issued" shares but not "outstanding" shares.
(c) A Shareholder may vote either in person or by proxy executed in
writing by the Shareholder or by the Shareholder's duly authorized
attorney-in-fact. 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 expressly provided therein to be irrevocable, and in no
event shall remain irrevocable for a period of more than eleven (11) months.
(d) A Shareholder whose shares are pledged shall be entitled to vote
such shares unless the shares have been transferred into the name of the
pledgee and thereafter the pledgee shall be entitled to vote the shares so
transferred.
(e) For the purpose of determining Shareholders entitled to vote or to
receive notice of any meeting of Shareholders (or any adjournment), or entitled
to receive payments of any dividend, or in order to make a determination of
Shareholders for any other purpose, the stock records as they existed at the
end of the regular business day next preceding the day of such determination
shall be conclusive.
Section 7, Waiver of Unanimous Consent In Writing. Any action required
to be or which may be taken at a meeting of the Shareholders may be taken
without a meeting if a consent in writing, setting forth action so taken, shall
be signed by all of the Shareholders entitled to vote with respect to the
subject matter thereof and then delivered to the Secretary of the Corporation
for inclusion in the minute book of the Corporation.
ARTICLE II
Directors
Section 1, Management. The business and affairs of the Corporation
shall be managed by a Board of Directors.
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Section 2, Number. The number of Directors of the Corporation shall be
at least two (2) and not more than seven (7). The number of Directors to serve
for any given year within the limits above set out shall be determined by the
Shareholders at the annual meeting or at a special meeting called for that
purpose. No decrease in the number of Directors shall have the effect of
shortening the term of an incumbent Director.
Section 3, Qualification. The Directors need not be residents of the
State nor Shareholders of the Corporation.
Section 4, Term. The members of the first Board shall hold office
until the first annual meeting of Shareholders and until their successors have
been elected and qualified. Thereafter, unless removed for good cause, or
without cause, each Director shall hold office for the term for which elected
and until a successor shall have been elected and qualified.
Section 5, Removal. Any Director may be removed as Director, either
with or without cause, at any special meeting of Shareholders if notice of
intention to act upon the question of removing such Director shall have been
stated as one of the purposes for the calling of the meeting.
Section 6, Filling Vacancy. The Board of Directors may, but shall not
be required to, fill any vacancy occurring in the Board of Directors because of
death, resignation, or removal; provided, however, that the Board of Directors
must fill any such vacancy at the next meeting of such Board following the
occurrence of such vacancy if the effect of such vacancy is to reduce the
number of Directors to two (2) or less. In either event, such vacancy shall be
filled by the affirmative vote of a majority of the remaining Directors though
less than a quorum. If there is only one (1) Director remaining, he or she
shall have the right to appoint such person or persons as the remaining
Director may select to fill such vacancy or vacancies. A Director elected to
fill a vacancy shall be elected for the unexpired term of his or her
predecessor in such Directorship. Any Directorship to be filled by reason of an
increase in the number of Directors shall be filled by election at an annual
meeting or at a special meeting of Shareholders called for that purpose.
Section 7, Quorum. A majority of the number of Directors shall
constitute a quorum for the transaction of business. 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 otherwise specifically required by law or
by these Bylaws.
Section 8, Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw 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, either within or
without the State of Texas, for the holding of additional regular meetings
without other notice than such resolutions.
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Section 9, Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any Director.
Notice of the call of a special meeting shall be in writing and delivered for
transmission to each of the Directors not later than during the third day
immediately preceding the day for which such meeting is called. Notice of any
special meeting may be waived in writing signed by the person or persons
entitled to such notice; such waiver may be executed at any time before or
after the time specified in such notice for the holding of such special
meeting. Attendance of a Director at a special meeting shall constitute a
waiver of notice of such special meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business
or the meeting is not lawfully called or convened.
Section 10, Place of Meeting. Unless otherwise specifically provided
in these Bylaws, all meetings of the Board of Directors shall be held at the
principal place of business of the Corporation; provided, however, this
provision of these Bylaws may be waived as to any particular meeting by written
waiver signed by all of the Directors before the holding of such meeting, and
this provision shall be considered as waived as to any particular meeting by
the attendance of all of the Directors at such meeting without objection by any
of them at the time of convening of such meeting that such meeting is not being
convened and held at the principal place of business of the Corporation.
Section 11, No Statement of Purpose of Meeting Required. Neither the
business proposed to be transacted, 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 12, Electronic Conferencing. A conference among Directors by
any means of communication through which the Directors may simultaneously hear
each other during the conference shall constitute a meeting of the Board of
Directors, if the number of Directors participating in the conference would be
sufficient to constitute a quorum at a meeting. Participation in a meeting by
such means shall constitute presence in person at the meeting.
ARTICLE III
Officers
Section 1, Number. The officers of the Corporation shall be a
President and a Secretary. The Board may, in its sole discretion, also elect a
Chief Executive Officer, one or more Vice Presidents (the number thereof to be
determined by the Board of Directors), a Treasurer, an Assistant Secretary
and/or an Assistant Treasurer, with such powers, rights, duties, and
responsibilities as may be determined the Board. Any two (2) or more offices
may be held by the same person.
Section 2, Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each
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annual meeting of Shareholders or as soon thereafter as convenient. Each
officer shall hold office until his or her successor shall have been duly
elected and shall have qualified, or until death, or until tendering
resignation, or until any of said officers shall have been removed in the
manner herein provided.
Section 3, Removal. Any officer or agent or member of the executive
committee elected or appointed by the Board of Directors may be removed by the
Board of Directors whenever, in its judgment, the best interests of the
Corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Section 4, Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5, Chief Executive Officer and President. The Board of
Directors, in its sole discretion, may designate either the Chief Executive
Officer or the President as the principal executive officer of the Corporation.
(a) Chief Executive Officer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the Chief Executive
Officer (i) shall supervise the management of the business of the
Corporation; (ii) shall preside at all meetings of the Shareholders;
(iii) shall preside at all meetings of the Board of Directors in the
absence of the Chairman of the Board; (iv) shall be responsible for
implementing all orders and resolutions of the Board; (v) shall have
all powers delegated to the President when, in the opinion of the
Chief Executive Officer, it is necessary to exercise such powers, and
in such event, the directives of the Chief Executive Officer shall
take precedence over those of the President; and (vi) shall perform
such other duties as may from time to time be assigned by the Board.
(b) President. Unless otherwise determined by the Board of
Directors, the President shall be the chief operating officer of the
Corporation. Unless provided otherwise by a resolution adopted by the
Board of Directors, the President shall (i) be responsible for the
day-to-day management of the business of the Corporation; (ii) shall,
in the absence of the Chief Executive Officer, preside at all meetings
of the Shareholders; (iii) shall be responsible, at the directive of
the Chief Executive Officer, for implementing all orders and
resolutions of the Board; (iv) shall sign, with the Secretary or an
assistant secretary, and deliver in the name of the Corporation,
certificates for shares of the Corporation, any deed, mortgage, bond,
contract, or other instrument pertaining to the business of the
Corporation which the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation, or shall be required by law to be
otherwise signed or
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executed; (v) may maintain records of and certify proceedings of the
Board and Shareholders; and (vi) shall perform such other duties as
may from time to time be assigned by the Board of the Chief Executive
Officer.
Section 6, Vice Presidents. In the absence of the President or in the
event of the President's inability or refusal to act, the Vice President (or in
the event there is more than one Vice President, such Vice President as shall
be designated by the Board of Directors), shall perform all the duties of the
President, and when so acting, shall have all the powers of and be subject to
the restrictions upon the President. The Vice Presidents shall perform such
other duties as from time to time may be assigned to them by the President or
by the Board of Directors.
Section 7, The Secretary. The Secretary shall: (a) keep the minutes
of the Shareholders' and Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these ByLaws or as required by law; (c) be
custodian of the corporate records and see that all appropriate signatures are
affixed to all certificates for shares prior to the issuance thereof and to all
documents, the execution of which, on behalf of the Corporation, is duly
authorized in accordance with the provisions of these Bylaws; (d) keep a
register of the post office address of each Shareholder; (e) sign with the
President certificates for shares of the Corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the Corporation; and (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him or her by the President or
by the Board of Directors.
Section 8, Treasurer. The Treasurer shall: (a) have custody of funds,
securities, book records and documents of the Corporation; (b) be responsible
for keeping proper books of account for the Corporation and for making all tax
returns and reports required of the Corporation; (c) deposit all moneys and
other valuable effects to the name and to the credit of the Corporation in such
depositories as may be designated by the Board; (d) disburse funds of the
Corporation in such manner as may be ordered by the Board or as may be
necessary in the ordinary operation of the business; (e) render to the Board at
its regular meetings, or whenever it may require an account of all transactions
as Treasurer and of the financial condition of the Corporation; and (f) perform
such other duties as the Board may from time to time prescribe.
Section 9, Chairman of the Board. The Board of Directors may, but is
not required to, elect one of its members as Chairman of the Board. In the
event one Director is so elected, said Chairman shall preside at all meetings
of the Board of Directors and at all meetings of Shareholders.
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ARTICLE IV
Certificates for Shares and Their Transfer
Section 1, Certificates for Shares. Certificates representing shares
of the Corporation shall be in such form as may be determined by the President.
Such certificates shall be signed by the President or a Vice President and by
the Secretary or an assistant secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date
of issue, shall be entered on the books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a
lost, destroyed or mutilated certificate a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
Section 2, Transfers of Shares. Transfers of shares of the
Corporation shall be made only on the books of the Corporation by the holder of
record thereof or by Shareholder's legal representative, who shall furnish
proper evidence of authority to transfer, or by Shareholder's attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the Corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the books
of the Corporation shall be deemed the owner thereof for all purposes, as
regards the Corporation.
ARTICLE V
Section 1, Fiscal Year. The fiscal year of the Corporation shall
commence on January 1 of each year and end on December 31 of the same year.
ARTICLE VI
Dividends
Section 1, Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and its Articles
of Incorporation.
ARTICLE VII
Contracts, Loans, Checks and Deposits
Section 1, Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.
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Section 2, Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3, Checks, Drafts, Etc. All checks, drafts or other order for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed in such manner as shall from time to
time be determined by resolution of the Board of Directors.
Section 4, Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies, or other depositories as the Board of Directors
may select.
ARTICLE VIII
Indemnification
The Corporation shall indemnify a person who was, is or is threatened
to be made a named defendant or respondent in a proceeding by reasons of the
former or present official capacity of the person with the Corporation in
accordance with, and to the fullest extent provided by the provisions of Texas
law, including Article 2.02-1 of the Texas Business Corporation Act.
ARTICLE IX
Business Combination Act
In accordance with Article 13.04 of the Texas Business Corporation
Act, the Corporation elects not to be governed by Part 13 of the Texas Business
Corporation Act known as the Business Combination Act.
ARTICLE X
Amendment of ByLaws
These Bylaws may be amended or repealed and new Bylaws may be adopted
by the Board of Directors, or by the Shareholders, as provided by and in
accordance with Article 2.23 of the Texas Business Corporation Act.
The foregoing Bylaws have been duly adopted by the Board of Directors
of SURREY, INC.
/s/ John van der Hagen
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John van der Hagen, President
ATTEST:
/s/ Mary van der Hagen
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Mary van der Hagen, Secretary
ADOPTED: September 9, 1997
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