Exhibit 3.24b
BYLAWS
OF
INGRAM ENTERPRISES MANAGEMENT, INC.
.
.
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TABLE OF CONTENTS
BYLAWS
OF
INGRAM ENTERPRISES MANAGEMENT, INC.
Page
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ARTICLE I OFFICES........................................................ 1
1.01 Registered Office............................................... 1
1.02 Other Offices................................................... 1
ARTICLE II MEETINGS OF THE SHAREHOLDERS.................................. 1
2.01 Place of Meetings............................................... 1
2.02 Annual Meeting.................................................. 1
2.03 Special Meetings................................................ 1
2.04 Notice of Annual or Special Meeting............................. 1
2.05 Business at Special Meeting..................................... 2
2.06 Quorum of Shareholders.......................................... 2
2.07 Act of Shareholders' Meeting.................................... 2
2.08 Voting of Shares................................................ 2
2.09 Proxies......................................................... 2
2.10 Voting List..................................................... 3
2.11 Action by Written Consent Without a Meeting..................... 3
ARTICLE III BOARD OF DIRECTORS........................................... 4
3.01 Powers.......................................................... 4
3.02 Number of Directors............................................. 4
3.03 Election and Term............................................... 4
3.04 Vacancies....................................................... 4
3.05 Resignation and Removal......................................... 4
3.06 Compensation of Directors....................................... 5
3.07 Chairman of the Board........................................... 5
ARTICLE IV MEETINGS OF THE BOARD......................................... 5
4.01 First Meeting................................................... 5
4.02 Regular Meetings................................................ 5
4.03 Special Meetings................................................ 5
4.04 Business at Regular or Special Meeting.......................... 5
4.05 Quorum of Directors............................................. 5
4.06 Interested Directors............................................ 6
4.07 Act of Directors' Meeting....................................... 6
4.08 Action by Written Consent Without a Meeting..................... 6
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ARTICLE V COMMITTEES..................................................... 6
ARTICLE VI NOTICES....................................................... 7
6.01 Methods of Giving Notice........................................ 7
6.02 Waiver of Notice................................................ 7
6.03 Attendance as Waiver............................................ 7
ARTICLE VII ACTION WITHOUT A MEETING BY USE OF CONFERENCE TELEPHONE OR
SIMILAR COMMUNICATIONS EQUIPMENT......................................... 7
ARTICLE VIII OFFICERS.................................................... 8
8.01 Executive Officers.............................................. 8
8.02 Election and Qualification...................................... 8
8.03 Salaries........................................................ 8
8.04 Term, Removal, and Vacancies.................................... 8
8.05 Chief Executive Officer......................................... 8
8.06 President....................................................... 8
8.07 Vice Presidents................................................. 9
8.08 Secretary....................................................... 9
8.09 Assistant Secretaries........................................... 9
8.10 Treasurer....................................................... 9
8.11 Assistant Treasurers............................................ 9
8.12 Officer's Bond.................................................. 9
ARTICLE IX INDEMNIFICATION............................................... 10
9.01 Indemnification by the Corporation.............................. 10
9.02 Expenses; Procedure............................................. 10
9.03 Additional Indemnification...................................... 10
9.04 Definition...................................................... 10
ARTICLE X CERTIFICATES FOR SHARES........................................ 11
10.01 Certificates Representing Shares................................ 11
10.02 Restriction on Transfer of Shares............................... 11
10.03 Voting Agreements............................................... 11
10.04 Transfer of Shares.............................................. 11
10.05 Lost, Stolen or Destroyed Certificates.......................... 12
10.06 Closing of Transfer Books and Record Date....................... 12
10.07 Registered Shareholders......................................... 13
ARTICLE XI GENERAL PROVISIONS............................................ 13
11.01 Dividends....................................................... 13
11.02 Reserves........................................................ 13
11.03 Negotiable Instruments.......................................... 13
11.04 Fiscal Year..................................................... 13
11.05 Seal............................................................ 13
11.06 Books and Records............................................... 13
ARTICLE XII AMENDMENTS................................................... 14
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BYLAWS
OF
INGRAM ENTERPRISES MANAGEMENT, INC.
ARTICLE I
OFFICES
1.01 Registered Office. The registered office, until changed by action of
the Board of Directors, shall be located in the City of Dallas, County of
Dallas, State of Texas.
1.02 Other Offices. The corporation also may have offices at such other
places both within and 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 THE SHAREHOLDERS
2.01 Place of Meetings. All meetings of shareholders for the election of
directors or for any other proper purpose shall be held at such place within or
without the State of Texas as the Board of Directors may from time to time
designate, as stated in the notice of such meeting or a duly executed waiver of
notice thereof.
2.02 Annual Meeting. An annual meeting of shareholders shall be held at
such time and date as the Board of Directors may determine. At such meeting the
shareholders entitled to vote thereat shall elect a Board of Directors and may
transact such other business as may properly be brought before the meeting.
2.03 Special Meetings. Special meetings of shareholders may be called by
the Chairman of the Board of Directors, the President, the Board of Directors,
or the holders of at least ten percent (10%) of all the shares entitled to vote
at the proposed special meeting. If not otherwise fixed in accordance with these
Bylaws, the record date for determining shareholders entitled to call a special
meeting is the date the first shareholder signs the notice of such meeting.
2.04 Notice of Annual or Special Meeting. 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 10 nor more than 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 his
address as it appears on the share transfer records of the corporation, with
postage thereon prepaid.
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2.05 Business at Special Meeting. The business transacted at any special
meeting of shareholders shall be limited to the purposes stated in the notice
thereof.
2.06 Quorum of Shareholders. Unless otherwise provided in the Articles of
Incorporation, with respect to any matter, the holders of a majority of the
shares entitled to vote on that matter, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If, however, a quorum shall
not be present or represented at any meeting of the shareholders, the holders of
a majority of the shares represented in person or by proxy at the meeting shall
have the power to adjourn the meeting until such time and to such place as they
shall determine, without notice other than announcement at the 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. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, and the subsequent withdrawal
of any shareholder or the refusal of any shareholder to vote shall not affect
the presence of a quorum at the meeting.
2.07 Act of Shareholders' Meeting. 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 law
or the Articles of Incorporation or otherwise by these Bylaws, 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 shareholders. Unless otherwise provided in
the Articles of Incorporation, 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.
2.08 Voting of Shares. 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 otherwise provided by law or the Articles of
Incorporation. At each election for directors, every shareholder entitled to
vote at such election shall 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 the right to vote. Unless permitted by the Articles of
Incorporation, no shareholder shall be entitled to cumulate his votes by giving
one candidate as many votes as the number of such directors to be elected
multiplied by the number of shares owned by such shareholder or by distributing
such votes on the same principle among any number of such candidates.
2.09 Proxies. At any meeting of the shareholders, each shareholder having
the right to vote shall be entitled to vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
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 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. An irrevocable proxy, if
noted conspicuously on the certificate representing the shares that are subject
to the irrevocable proxy, shall be specifically enforceable against the holder
of those shares or any successor or transferee of the holder. Unless noted
conspicuously on the certificate representing the shares
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that are subject to the irrevocable proxy, an irrevocable proxy, even though
otherwise enforceable, is ineffective against a transferee for value without
actual knowledge of the existence of the irrevocable proxy at the time of the
transfer or against any subsequent transferee (whether or not for value), but
such an irrevocable proxy shall be specifically enforceable against any other
person who is not a transferee for value from and after the time that the person
acquires actual knowledge of the existence of the irrevocable proxy.
2.10 Voting List. The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, at least 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 shareholder, which list, for a
period of 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
also 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 stock transfer books shall be prima-facie evidence as
to who are the shareholders entitled to examine such list or transfer books or
to vote at any such meeting of shareholders.
2.11 Action by Written Consent Without a Meeting. Any action required or
permitted by law, the Articles of Incorporation, or these Bylaws to be taken at
a meeting of the shareholders may be taken without a meeting, without prior
notice, and without a vote, if a consent in writing, setting forth the action so
taken, is signed by the 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
voting. Consent does not have to be unanimous. Every written consent signed by
the holders of less than all of the shares entitled to vote with respect to the
action that is the subject of the consent must bear the date of signature of
each shareholder who signs the consent. No written consent signed by the holders
of less than all of 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 this
Section 2.11, 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. Delivery to the corporation's principal place of
business shall be addressed to the President or Chief Executive Officer of the
corporation. A telegram, telex, cablegram, or similar transmission by a
shareholder, or a photographic, photostatic, facsimile, or similar reproduction
in writing signed by a shareholder, shall be regarded as signed by the
shareholder for purposes of this Section 2.11. 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.
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ARTICLE III
BOARD OF DIRECTORS
3.01 Powers. 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, which may exercise all
such powers of the corporation and do all such lawful acts and things as are not
by law, the Articles of Incorporation, or these Bylaws directed or required to
be exercised and done by the shareholders.
3.02 Number of Directors. The Board of Directors shall consist of one or
more directors. The initial Board of Directors shall be fixed by the Articles of
Incorporation; thereafter, the number of directors shall be determined by
resolution of the Board of Directors, but no decrease in the number of directors
shall have the effect of shortening the term of any incumbent director.
3.03 Election and Term. The directors, other than the initial Board of
Directors, shall be elected at each annual meeting of the shareholders, except
as provided in Section 3.04 of this Article, and each director elected shall
hold office until the next succeeding annual meeting and until his successor is
elected and qualified or until his death, resignation, or removal in accordance
with these Bylaws. Except as may be provided by the Articles of Incorporation,
directors need not be residents of the State of Texas or shareholders of the
corporation.
3.04 Vacancies. Any vacancy occurring in the Board of Directors may be
filled by an election at an annual meeting or a special meeting of the
shareholders called for that purpose or by the affirmative vote of a majority of
the remaining directors although less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or at a special meeting of the shareholders called for that purpose or
may be filled by the Board of Directors for a term of office continuing only
until the next election of one or more directors by the shareholders; provided
that the Board of Directors may not fill more than two such directorships during
the period between any two successive annual meetings of shareholders.
Notwithstanding the preceding provisions of this section, whenever the
holders of any class or series of shares or group of classes or series of shares
are entitled to elect one or more directors by the provisions of the Articles of
Incorporation, any vacancies in such directorships and any newly created
directorships of such class or series to be filled by reason of an increase in
the number of such directors may be filled by the affirmative vote of a majority
of the directors elected by such class or series, or by such group, then in
office or by a sole remaining director so elected, or by vote of the holders of
the outstanding shares of such class or series or of such group, and such
directorships shall not in any case be filled by the vote of the remaining
directors or the holders of the outstanding shares as a whole unless otherwise
provided in the Articles of Incorporation.
3.05 Resignation and Removal. Any director may resign at any time upon
giving written notice to the corporation. At any special meeting of shareholders
called expressly for the
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purpose of removing a director or directors or at an annual meeting of
shareholders, any director or the entire Board of Directors may be removed, with
or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.
3.06 Compensation of Directors. As specifically prescribed from time to
time by resolution of the Board of Directors, the directors of the corporation
may be paid their expenses 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
in their capacity as directors. This provision shall not preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
3.07 Chairman of the Board. The Board of Directors, at its first meeting
after each annual meeting of shareholders, may elect one of its members Chairman
of the Board. The Chairman of the Board shall preside at all meetings of the
Board of Directors and shall have such other powers and duties as usually
pertain to such position or as may be delegated by the Board of Directors.
ARTICLE IV
MEETINGS OF THE BOARD
4.01 First Meeting. The first meeting of each newly elected Board of
Directors shall be held without notice immediately following the shareholders'
annual meeting at which such directors were elected, at the same place as such
shareholders' meeting or at such other time and place either within or without
the State of Texas as shall be designated by the Secretary upon the written
request of a majority of the directors then elected.
4.02 Regular Meetings. Regular meetings of the Board of Directors may be
held with or without notice at such time and at such place either within or
without the State of Texas as from time to time shall be prescribed by
resolution of the Board of Directors.
4.03 Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors or the President, and shall be
called by the Chairman of the Board of Directors, the President, or the
Secretary on the written request of two directors. Written notice of special
meetings of the Board of Directors shall be given to each director at least 24
hours prior to the time of the meeting.
4.04 Business at Regular or Special 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.
4.05 Quorum of Directors. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, unless a greater number is
required by law or the Articles of Incorporation. If a quorum shall not be
participating at any meeting of the Board of Directors, the directors
participating thereat may adjourn the meeting from time to time, without notice
other than announcement of the meeting, until a quorum shall be participating.
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4.06 Interested Directors. No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, solely because the director or officer is present at or participates in
the meeting of the Board of Directors or committee thereof that authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if:
(a) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
(b) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the shareholders; or
(c) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved, or ratified by the Board of Directors,
a committee thereof, or the shareholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee that authorizes
the contract or transaction.
4.07 Act of Directors' Meeting. 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 unless the act of a greater number is required by law or the
Articles of Incorporation.
4.08 Action by Written Consent Without a Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all members of the Board of Directors or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at such meeting.
ARTICLE V
COMMITTEES
The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, 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 or in the Articles of
Incorporation, shall have and may exercise all of the authority of the Board of
Directors, subject to the limitations imposed by applicable law. Vacancies in
the membership of the committee shall be filled by the
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Board of Directors at a regular or special meeting of the Board of Directors.
All committees shall keep regular minutes of their proceedings and report the
same to the Board of Directors when required. The designation of a 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. To the extent applicable, the provisions of
Article IV of these Bylaws governing the meetings of the Board of Directors
shall likewise govern the meetings of any committee thereof.
ARTICLE VI
NOTICES
6.01 Methods of Giving Notice. Whenever any notice is required to be given
to any shareholder or director under the provisions of any law, the Articles of
Incorporation, or these Bylaws, it shall be given in writing and delivered
personally or mailed to such shareholder or director at such address as appears
on the records (or in the case of a shareholder, the stock transfer books) of
the corporation, and such notice shall be deemed to be delivered at the time
when the same shall be deposited in the United States mail with sufficient
postage thereon prepaid. Notice to directors also may be given by telegram, and
notice given by such means shall be deemed given at the time it is delivered to
the telegraph office.
6.02 Waiver of Notice. Whenever any notice is required to be given to any
shareholder or director under the provisions of any law, the Articles of
Incorporation, or 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 deemed equivalent to the giving of such notice.
6.03 Attendance as Waiver. Attendance of a director at a meeting of the
Board of Directors or a committee thereof shall constitute a waiver of notice of
such meeting, except when a director 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.
ARTICLE VII
ACTION WITHOUT A MEETING BY USE OF
CONFERENCE TELEPHONE
OR SIMILAR COMMUNICATIONS EQUIPMENT
Subject to the provisions hereof requiring or permitting notice of meeting,
unless otherwise restricted by the Articles of Incorporation or these Bylaws,
shareholders, members of the Board of Directors, or members of any committee
designated by such Board of Directors may participate in and hold a meeting of
such shareholders, Board of Directors, or committee 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 such a
meeting 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.
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ARTICLE VIII
OFFICERS
8.01 Executive Officers. The officers of the corporation shall consist of a
President and a Secretary, and may also include one or more Vice Presidents, a
Treasurer, and such other officers as are provided for in this Article. Any Vice
President of the corporation may, by the addition of a number or a word or words
before or after the title "Vice President," be designated "Senior Executive,"
"Executive," "Senior," "Trust," "Second," or "Assistant" Vice President. Each
officer of the corporation shall be elected by the Board of Directors as
provided in Section 8.02 of this Article. Any two or more offices may be held by
the same person.
8.02 Election and Qualification. The Board of Directors, at its first
meeting after each annual meeting of shareholders, shall elect a President and a
Secretary. The Board of Directors also may elect one or more Vice Presidents, a
Treasurer, and such other officers, including assistant officers and agents, as
may be deemed necessary, 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 of Directors.
8.03 Salaries. The salaries of all officers and agents of the corporation
shall be fixed by resolution of the Board of Directors.
8.04 Term, Removal, and Vacancies. Each officer of the corporation shall
hold office until his successor is chosen and qualified or until his death,
resignation, or removal. Any officer may resign at any time upon giving written
notice to the corporation. Any officer or agent or member of a 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 will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or agent or
member of a committee shall not of itself create contract rights. Any vacancy
occurring in any office of the corporation by death, resignation, removal, or
otherwise shall be filled by the Board of Directors.
8.05 Chief Executive Officer. Unless the Board of Directors designates
otherwise, the President shall be the Chief Executive Officer of the
corporation. The Chief Executive Officer shall preside at all meetings of the
shareholders. The Chief Executive Officer shall have such other powers and
duties as usually pertain to such office or as may be delegated by the Board of
Directors.
8.06 President. The President shall have such powers and duties as usually
pertain to such office, except as the same may be modified by the Board of
Directors. Unless the Board of Directors shall otherwise delegate such duties,
the President shall be ex-officio a member of all standing committees, shall
have general powers of oversight, supervision, and management of the business
and affairs of the corporation, and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute bonds,
mortgages, instruments, contracts, agreements, and other documentation, except
when the signing and execution thereof shall be expressly delegated by the Board
of Directors to some other officer or agent of the corporation.
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8.07 Vice Presidents. Unless otherwise determined by the Board of
Directors, one of the Vice Presidents shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President. The
various Vice Presidents shall perform such other duties and have such other
powers as the Board of Directors shall prescribe or as the President shall
delegate.
8.08 Secretary. The Secretary shall attend all meetings of the Board of
Directors and of the shareholders, record all the proceedings of the meetings of
the Board of Directors and of the shareholders in a book to be kept for that
purpose, and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings as may be prescribed by the Board of Directors
or the President. He 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, or if there be none, the signature of
the Treasurer acting as Assistant Secretary.
8.09 Assistant Secretaries. An Assistant Secretary, 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. An
Assistant Secretary shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.
8.10 Treasurer. The Treasurer shall have the custody of the corporate funds
and securities, 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.
He 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.
8.11 Assistant Treasurers. An Assistant Treasurer, 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. An
Assistant Treasurer shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.
8.12 Officer's Bond. If required by the Board of Directors, any officer so
required shall give the corporation a bond (which shall be renewed as the Board
of Directors may require) 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 any and all books,
papers, vouchers, money, and other properly of whatever kind in his possession
or under his control belonging to the corporation.
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ARTICLE IX
INDEMNIFICATION
9.01 Indemnification by the Corporation. The corporation shall indemnify
any person who was, is, or is threatened to be made a named defendant or
respondent in a proceeding (as hereinafter defined) because the person (a) is or
was a director or officer of the corporation or (b) while a director or officer
of the corporation, is or was serving at the request of the corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the fullest extent that a corporation may grant indemnification
to a person serving in such capacity under the Texas Business Corporation Act,
as the same exists or may hereafter be amended.
9.02 Expenses; Procedure. Such right shall be a contract right and shall
include the right to be paid by the corporation for all expenses incurred in
defending any such proceeding in advance of its final disposition to the maximum
extent permitted under the Texas Business Corporation Act, as the same exists or
may hereafter be amended. If a claim for indemnification or advancement of
expenses hereunder is not paid in full by the corporation within 90 days after a
written claim has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim, and if successful in whole or in part, the claimant shall be entitled
to be paid also the expenses of prosecuting such claim. It shall be a defense to
any such action that such indemnification of advancement of costs of defense are
not permitted under the Texas Business Corporation Act, but the burden of
proving such defense shall be on the corporation. Neither the failure of the
corporation (including its Board of Directors or any committee thereof, special
legal counsel, or shareholders) to have made its determination prior to the
commencement of such action that indemnification of, or advancement of costs of
defense to, the claimant is permissible in the circumstances nor an actual
determination by the corporation (including its Board of Directors or any
committee thereof, special legal counsel, or shareholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is not
permissible.
9.03 Additional Indemnification. The corporation may additionally indemnify
any person covered by the grant of mandatory indemnification contained above to
such further extent as is permitted by law and may indemnify any other person to
the fullest extent permitted by law.
9.04 Definition. As used herein, the term "proceeding" means any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative, any appeal in such an
action, suit, or proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding.
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ARTICLE X
CERTIFICATES FOR SHARES
10.01 Certificates Representing Shares. The corporation shall deliver
certificates in such form as may be determined by the Board of Directors
representing shares to which shareholders are entitled. Such certificates shall
be numbered and shall be entered in the books of the corporation as they are
issued, and shall be signed by the President or Vice President and Secretary or
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles. 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 its
issuance. If the corporation is authorized to issue shares of more than one
class, each certificate representing shares issued by the corporation shall
conspicuously set forth such provisions as are required by applicable law. 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, each certificate representing shares issued by such corporation
shall conspicuously set forth such provisions as are required by applicable law.
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 of shares 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. No certificate shall be issued for any share until the amount of the
consideration therefor, fixed as provided by law, has been fully paid.
10.02 Restriction on Transfer of Shares. If any restriction on the
transfer, or registration of the transfer, of shares shall be imposed or agreed
to by the corporation, as permitted by law, the Articles of Incorporation, or
these Bylaws, such restriction shall be noted conspicuously on each certificate
representing shares in accordance with applicable law.
10.03 Voting Agreements. A written counterpart of any voting agreement
entered into among any number of shareholders of the corporation, or any number
of shareholders of the corporation and the corporation itself, for the purpose
of providing that shares of the corporation shall be voted in the manner
prescribed in the agreement shall be deposited with the corporation at its
principal place of business or registered office and shall be subject to the
same right of examination by a shareholder of the corporation, in person or by
agent or attorney, as are the books and records of the corporation. The
existence of the agreement shall be noted conspicuously on the certificate
representing the shares that are subject to the agreement.
10.04 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, 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.
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10.05 Lost, Stolen or Destroyed Certificates. The Board of Directors, the
President, or such other officer or officers of the corporation as the Board of
Directors may from time to time designate 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, stolen, or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate or certificates of stock to be lost, stolen, or destroyed. When
issuing such of a new certificate or certificates, the Board of Directors, the
President, or such other officer or officers, in its or his discretion and as a
condition precedent to the issuance thereof, may require the owner of such lost,
stolen, or destroyed certificate or certificates, or his legal representative,
to advertise the same in such manner as it or he shall require and/or to give
the corporation a bond in such form, in such sum, and with such surety or
sureties as it or he may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate or certificates alleged
to have been lost, stolen, or destroyed.
10.06 Closing of Transfer Books and 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 the corporation (other than a distribution involving a purchase or redemption
by the corporation of any of its own shares) (a "Distribution") 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 taken by shareholders that is 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, 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 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 60 days
and, in case of a meeting of shareholders, not less than 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
or a share dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
Distribution or share 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 10.06, such determination shall apply to any
adjournment thereof, except when the determination has been made through the
closing of the share transfer records and the stated period of closing has
expired. Unless a record date shall have previously been fixed or determined
pursuant to this Section 10.06, whenever action by shareholders is proposed to
be taken by consent in writing without a meeting of 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 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 law, 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 as provided in Section 2.11. If no record
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date shall have been fixed by the Board of Directors and prior action of the
Board of Directors is required by law, 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.
10.07 Registered Shareholders. The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, 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 as
otherwise provided by law.
ARTICLE XI
GENERAL PROVISIONS
11.01 Dividends. Dividends upon the outstanding shares of the corporation,
except as provided by applicable law and the Articles of Incorporation, may be
declared by the Board of Directors at any annual, regular, or special meeting.
Dividends may be declared and paid in cash, in property, or in shares of the
corporation, or in any combination thereof. The declaration and payment shall be
at the discretion of the Board of Directors.
11.02 Reserves. There may be created from time to time by resolution of the
Board of Directors, out of the earned surplus of the corporation, such reserve
or reserves as the directors in their discretion think proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any property
of the corporation, or for such other purpose as the directors shall think
beneficial to the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
11.03 Negotiable Instruments. All bills, notes, checks, or other
instruments for the payment of money shall be signed or countersigned by such
officer or officers or such other person or persons and in such manner as are
permitted by these Bylaws or in such manner as the Board of Directors may from
time to time prescribe by resolution.
11.04 Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
11.05 Seal. The corporation may have a corporate seal and, if the Board of
Directors adopts a corporate seal, the corporate seal shall have inscribed
thereon the name of the corporation and may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.
11.06 Books and Records. The corporation shall keep books and records of
account and shall keep minutes of the proceedings of the shareholders, the Board
of Directors, and each committee of the Board of Directors. The corporation
shall keep at its registered office or 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 of the corporation and the number
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and class or series 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.
ARTICLE XII
AMENDMENTS
These Bylaws shall be adopted by the Board of Directors. The Board of
Directors may amend or repeal these Bylaws or adopt new bylaws, unless (a) the
Articles of Incorporation or applicable law reserves the power exclusively to
the shareholders in whole or in part or (b) the shareholders in amending,
repealing, or adopting a particular bylaw expressly provide that the Board of
Directors may not amend or repeal that bylaw. Unless the Articles of
Incorporation or a bylaw adopted by the shareholders provides otherwise as to
all or some portion of the corporation's Bylaws, the shareholders may amend,
repeal, or adopt these Bylaws even though these Bylaws may also be amended,
repealed, or adopted by the Board of Directors.
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CERTIFICATE OF SECRETARY
The undersigned does hereby certify that (i) he is the duly elected and
qualified Secretary of INGRAM ENTERPRISES MANAGEMENT, INC., a Texas corporation
and (ii) the foregoing is a true and correct copy of the Bylaws of the
corporation reviewed and adopted by the Board of Directors of the corporation on
April 27, 1999.
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John C. Miller, Secretary
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