EXHIBIT 3.38
BYLAWS OF
WESTLAKE MANAGEMENT SERVICES, INC.
(hereinafter called the "Company")
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. Place of meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board and stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of stockholders shall
be held on such date and at such time as shall be designated from time to time
by the Board and stated in the notice of the meeting, at which meetings the
stockholders shall elect by a plurality vote the Board, and transact such other
business as may properly be brought before the meeting. Written notice of the
annual meeting stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten (10) nor
more than sixty (60) days before the date of the meeting.
Section 3. Special Meetings. Unless otherwise prescribed by law or by
the certificate of incorporation of the Company (the "Certificate"), special
meetings of stockholders, for any purpose or purposes, may be called by either
(i) the Chairman, (ii) the President, (iii) any vice president, (iv) the
Secretary or (v) any assistant secretary, and shall be called by any such
officer at the request in writing of a majority of the Board or at the request
in writing of stockholders owning a majority of the capital stock of the Company
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting. Written notice of the special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting to each stockholder
entitled to vote at such meeting.
Section 4. Quorum. Except as otherwise provided by law or by the
Certificate, the holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for; the
transaction of business. If, however, such quorum shall, not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.
Section 5. Voting. Unless otherwise required by law, the Certificate or
these bylaws, any question brought before any meeting of stockholders shall be
decided by the vote of the holders
of a majority of the stock represented and entitled to vote thereat. Each
stockholder represented at a meeting of stockholders shall be entitled to cast
one vote for each share standing in his name on the books of the Company. Such
votes may be case in person or by proxy, but no proxy shall be voted on or after
three years from its date unless such proxy provides for a longer period. The
Board, in its discretion, or the officer of the Company presiding at a meeting
of stockholders, in his discretion, may require that any votes cast at such
meeting shall be cast by written ballot.
Section 6. List of Stockholders Entitled to Vote. The officer of the
Company who has charge of the stock ledger of the Company shall prepare and
make, at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder of the company who is present.
ARTICLE II
DIRECTORS
Section 1. Number and Election of Directors. The business and affairs
of the Company shall be managed by the Board, initially consisting of one (1)
director. The number of directors may be increased or decreased from time to
time by resolution of the Board or by due election of that number of directors
by the stockholders, but no decrease by the Board shall have the effect of
shortening the term of any incumbency. Except as provided in Section 2 of this
Article, the director or directors, as the case may be, shall be elected by a
plurality of the votes cast at annual meetings of stockholders and shall hold
office until the next annual meting and until his/their successor(s) is duly
elected and qualified or until his/their earlier resignation or removal. Any
director may resign at any time upon notice to the Company. Directors need not
be stockholders.
Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified or until their earlier resignation or removal.
Section 3. Duties and Powers. The business of the Company shall be
managed by or under the direction of the Board, which may exercise all such
powers of the Company and do all such lawful acts and things as are not by
statute or by the Certificate or by these bylaws directed or required to be
exercised or done by the stockholders.
Section 4. Meetings. The Board may hold meetings, both regular and
special, either within or without the State of Delaware. Regular meetings of the
Board may be held without notice at such time and at such place as may from time
to time be determined by the Board.
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Special meetings of the Board may be called by the Chairman, if there be one,
the President or any director. Notice thereof stating the place, date and hour
of the meeting shall be given to each director either by mail not less than 48
hours before the date of the meeting, by telephone, facsimile, telegram, telex
or similar means of visual data transmission on 24 hours notice or on such
shorter notice as the person or persons calling such meeting may deem necessary
or appropriate in the circumstances.
Section 5. Quorum. Except as may be otherwise specifically provided by
law, the Certificate or these bylaws, at all meetings of the Board, a majority
of the entire Board shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board. If a quorum shall not be present at
any meeting of the Board, 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.
Section 6. Actions of the Board. Unless otherwise provided by the
Certificate or these bylaws, any action required or permitted to be taken at any
meeting of the Board may be taken without a meeting, if all the members of the
Board consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board. Such writings, which may be in
counterparts, shall be manually executed if practicable; provided, however, that
if circumstances so require, effect shall be given to written consents
transmitted by telegraph, telex, facsimile or similar means of visual data
transmission.
Section 7. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate or these bylaws, members of the Board or any
committee designated by the Board may participate in a meeting of the Board or
such committee by means of a 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 7 shall
constitute presence in person at such meeting.
Section 8. Committees.
(a) Designation. The Board may, by resolution adopted by
a majority of the entire Board, designate one or more standing or special
committees, including, as they shall so determine, an executive committee. The
executive committee, if one is designated, shall consist of one or more of the
directors of the Company. Any other committee designated by the Board shall
consist of one or more of the directors of the Company.
(b) Executive Committee. The Executive Committee, during,
intervals between meetings of the Board, shall have and exercise all the powers
and authority of the Board in the management of the business of the Company,
except as otherwise limited by statutes, the Certificate or these bylaws.
(c) Alternate Committee Members. 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 any such committee. In the
absence or disqualification of a member of
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a committee, and in the absence of a designation by the Board of an alternate
member to replace the absent or disqualified member, the member or members
thereof present at any meeting and not disqualified from voting, regardless of
whether he or they constitute a quorum, may unanimously appoint another member
of the Board to act at the meeting in place of any absent or disqualified
member.
(d) Powers and Duties. Any committee, to the extent
allowed by law and provided in the resolution establishing such committee, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Company; provided, however, that
nothing in this Section 8 shall be deemed to authorize a committee of the Board
to have broader authority than the Board. Each committee shall keep regular
minutes and report to the Board when required.
Section 9. Compensation. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board and may be paid a fixed sum for
attendance at each meeting of the Board or a stated salary or other
consideration as director. No such payment shall preclude any director from
serving the company in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
ARTICLE III
OFFICERS
Section 1. General. The officers of the Company shall be chosen by the
Board and shall include a President, a Treasurer and a Secretary. The Board, in
its discretion, may also choose (i) one of its members as Chairman and (ii) one
or more vice presidents, assistant secretaries, assistant treasurers and other
officers. Any number of offices may be held by the same person, unless otherwise
prohibited by law, the Certificate or these bylaws. The officers of the Company
need not be stockholders of the Company nor, except in the case of the Chairman,
need such officers be directors of the Company.
Section 2. Election. The Board at its first meeting held after each
annual meeting of stockholders shall elect the officers of the company, who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board; and
all officers of the Company shall hold office until their successors are chosen
and qualified or until their earlier resignation or removal. Any officer elected
by the Board may be removed at any time by the affirmative vote of a majority of
the Board. Any vacancy occurring in any office of the Company shall be filled by
the Board. The salaries of all officers of the Company shall be fixed by the
Board.
Section 3. Powers and Duties. The officers of the Company shall have
such powers and duties as generally pertain to their offices, except as
diminished or enlarged from time to time by Action of the Board. The Chairman of
the Board or in his absence the President, shall preside at all meetings of the
Board and of the stockholders, and in their absence a presiding officer shall be
appointed by action of a majority of the directors or stockholders, as the case
may be.
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Section 4. Other officers. Such other officers as the Board may choose
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board. The Board may delegate to any other officer of
the Company the power to choose such other officers and to prescribe their
respective duties and powers.
ARTICLE IV
STOCK
Section 1. Signatures. The certificates for shares of stock of the
Company shall be signed by the President, Vice President or other officer
designated by the Board, countersigned by the Secretary or Treasurer. Where a
certificate is countersigned by (i) a transfer agent other than the Company or
its employee or (ii) a registrar other than the Company or its employee, any
other signature on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the Company
with the same effect as if he were such officer, transfer agent or registrar at
the date of issue.
Section 2. Record Date. In order that the Company may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise of Any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board may fix, in advance, a record date
which shall not be more than sixty (60) days nor less than ten (10) days before
the date of such meeting, nor more than sixty (60) days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however that the Board may fix a new record date for the adjourned
meeting.
ARTICLE V
NOTICES
Whenever written notice is required by law, the Certificate or these
bylaws to be given to any director, member of a committee or stockholder, such
notice may be given by mail, addressed to such director, member of a committee
or stockholder, at his address as it appears on the records of the company, with
postage thereon prepaid, and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States mail. Written notice may
also be given personally or by facsimile, telegram, telex or similar means of
visual data transmission.
ARTICLE VI
AMENDMENTS
These bylaws may be altered, amended or repealed, in whole or in part,
or new bylaws may be adopted, at any annual or special meeting of the
stockholders or of the Board by at least a majority vote of the stockholders or
the Board; provided however, that notice of such alteration,
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amendment, repeal or adoption of new bylaws be contained in the notice of such
meeting of stockholders or directors. Any alteration, amendment, addition to or
repeal of these bylaws made by the Board is subject to the power of the
stockholders to change such action.
ADOPTED as of this 6th day of November, 1990.
/s/ Bob Casey, Jr.
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Bob Casey, Jr.
Secretary
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