EXHIBIT 4.17
BYLAWS OF ENSERCH PREFERRED CAPITAL, INC.
A CORPORATION INCORPORATED UNDER
THE LAWS OF THE STATE OF TEXAS
These Bylaws shall constitute the private laws of Enserch Preferred
Capital, Inc., a corporation duly incorporated under the laws of the State of
Texas (herein called the "corporation"), for the administration and regulation
of the affairs of the corporation.
In the event any provision of these Bylaws is or may be in conflict with
any applicable law of the United States or the State of Texas, or of any order,
rule, regulation, decree or judgment of any governmental body or power or court
having jurisdiction over this corporation, or over the subject matter to which
such provision of these Bylaws applies or may apply, such provision of these
Bylaws shall be inoperative to the extent only that the operation thereof
unavoidably conflicts with such law or order, rule, regulation, decree or
judgment and shall in all other respects be in full force and effect.
ARTICLE I
OFFICES
Section 1. The registered office of the corporation shall be at such place
as the Board of Directors shall determine, and the registered agent of the
corporation at such address shall be such person as the Board of Directors may
from time to time designate.
Section 2. The corporation may also 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 the business of the corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. All meetings of the shareholders shall be held at the
registered office of the corporation or at such other place either within or
without the State of Texas as shall be designated from time to time by the Board
of Directors or by the Chairman.
Section 2. The Annual Meeting of the Shareholders, for the election of a
Board of Directors and the transaction of such other business as may properly be
brought before the meeting, shall be held each year on such date and at such
time as may be determined by the Board of Directors or by the Chairman.
Section 3. Special meetings of the shareholders may be called by the
Chairman, the Board of Directors, or the holders of not less than one-tenth of
all the shares entitled to vote at the meetings. Business transacted at all
special meetings shall be confined to the objects stated in the notice of
meeting.
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Section 4. Written or printed 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 ten (10) nor more
than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction of the Chairman, the Corporate Secretary, or the
officer or person 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.
Section 5. The officer or agent having charge of the stock transfer books
for shares of the corporation 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 the number of shares held by each, which list, for a period
of ten (10) days prior to such meeting, shall be kept on file at the registered
office of the corporation and shall be subject to inspection by any shareholder
at any time during 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 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
meeting of shareholders.
Section 6. The holders of a majority of the shares issued and outstanding
and entitled to vote thereat, present in person or represented by written proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders 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
notified.
Section 7. Each outstanding share of any 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 or classes are
limited or denied by the Articles of Incorporation or these Bylaws. The vote
for the election of Directors and, upon demand of any shareholder, the vote upon
any question before the meeting shall be by ballot. Cumulative voting is
expressly prohibited.
Section 8. At any meeting of the shareholders, every shareholder having
the right to vote shall be entitled to vote in person or by proxy executed in
writing by such shareholder or by his 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. All proxies shall be revocable unless
expressly provided therein to be irrevocable and are coupled with an interest
and shall be filed with the Corporate Secretary of the corporation prior to or
at the time of the meeting at which they are to be voted.
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Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes or
of the Articles of Incorporation or of these Bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. The shareholders present at a duly organized meeting
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 10. The Chairman shall preside at all meetings of the
shareholders. In his absence the President of the corporation shall preside and
perform the duties of the Chairman at such meeting.
Section 11. Any action required by law to be taken at a meeting of the
shareholders, or any action which may be taken at a meeting of the shareholders,
may be taken without a meeting if a consent in writing setting forth the action
as taken shall be signed by all of the shareholders entitled to vote with
respect to the subject thereof.
Section 12. Upon compliance with the notice requirements of this Article
or waiver of notice, a meeting of shareholders may be conducted by means of
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other.
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ARTICLE III
DIRECTORS
Section 1. The business and affairs of the corporation shall be managed by
its Board of Directors who may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders.
Section 2. The Board of Directors shall consist of such number between
three and twelve Directors as shall be determined by the shareholders. None of
the Directors need be shareholders or residents of the State of Texas. A person
shall be ineligible to be a Director of the corporation after his sixty-fifth
birthday and in the event of such ineligibility his office shall thereupon
become vacant. The Directors shall be elected at the Annual Meeting of the
Shareholders, except as provided in Section 4 of this Article III. Unless he
shall resign or become ineligible, each Director shall hold office until his
successor shall be elected and shall qualify.
Section 3. Any Director may resign at any time either by oral tender of
resignation at any meeting of the Board of Directors or by giving written notice
thereof to the Corporate Secretary. Resignations shall take effect when
tendered or at the time specified in the tender and, unless otherwise specified,
the acceptance of a resignation shall not be necessary to make it effective.
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Section 4. Any Director may be removed either for or without cause, at any
special meeting of shareholders by the affirmative vote of the holders of record
of a majority of the shares present in person or by proxy at such meeting and
entitled to vote for such removal, if notice of the intention to act upon such
matter shall have been given in the notice calling for such meeting. Any
vacancy occurring in the Board of Directors may be filled by the affirmative
vote of a majority of the remaining Directors even though such remaining
Directors shall be 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 shareholders called for that purpose or may be filled by
the Board of Directors for a term of office continuing 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 between any two
successive annual meetings of shareholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The Directors of the corporation may hold their meetings, both
regular and special, either within or without the State of Texas.
Section 6. The first meeting of each newly elected Board of Directors
shall be held without further notice immediately following the Annual Meeting of
Shareholders, and at the same place, unless, by unanimous consent of the
Directors then elected and serving, such time or place shall be changed.
Section 7. Regular meetings of the Board of Directors may be held with or
without notice at such time and place as shall from time to time be determined
by the Board of Directors.
Section 8. Special meetings of the Board of Directors may be called by the
Chairman or his designee on three days' notice to each Director, either
personally or by mail or by telegram. Neither the business to be transacted at,
nor the purpose of, any special meeting need be specified in a notice or waiver
of notice.
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Section 9. At all meetings of the Board of Directors the presence of a
majority of the Directors 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 of Directors except as may
be otherwise specifically provided by law, the Articles of Incorporation or
these Bylaws. Any action required or permitted to be taken at a meeting of the
Board of Directors may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all members of the Board of
Directors. If a quorum shall not be present at any meeting 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.
Section 10. Upon compliance with the notice requirements of this Article
or waiver of notice, a meeting of the Board of Directors may be conducted by
means of conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other.
ARTICLE IV
NOTICES
Section 1. Whenever under the provisions of the statutes or of the
Articles of Incorporation or of these Bylaws, notice is required to be given to
any Director or shareholder, and no provision is made as to how such notice
shall be given, it shall not be construed to mean personal notice, but any such
notice may be given in writing, by mail, postage prepaid, addressed to such
Director or shareholder at such address as appears on the books of the
corporation. Any notice required or permitted to be given by mail shall be
deemed to be given at the time when the same shall be thus deposited in the
United States mails as aforesaid.
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Section 2. Whenever any notice is required to be given to any Director or
shareholder of the corporation under the provisions of the statutes or of the
Articles of 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 in such notice, shall be equivalent to the giving of such
notice. Attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting, except when a Director attends a meeting for the express
purpose, in writing filed at the meeting, of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called or held.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be a Chairman, a
President, one or more Executive Vice Presidents, Senior Vice Presidents or Vice
Presidents, a General Counsel, a Controller, a Corporate Secretary and a
Treasurer, all of whom shall be elected by the Board of Directors. Any two or
more offices may be held by the same person. Each such officer shall have such
authority and perform such duties in the management of the corporation as may be
prescribed by the Chairman or as determined by resolution of the Board of
Directors.
Section 2. The Board of Directors may elect or appoint such other officers
and agents as it shall deem necessary, who shall hold their offices for such
term and who shall have such authority and perform such duties as may be
prescribed by the Board of Directors or the Chairman. The power to appoint such
other officers and agents may be delegated by the Board of Directors to the
Chairman to the extent the Board may delineate by resolution.
Section 3. Each officer of the corporation shall hold office until his
successor is chosen and qualified in his stead or until his death or until his
resignation, retirement or removal from office. Any officer or agent elected or
appointed by the Board of Directors or by the Chairman may be removed by the
Chairman or Board of Directors whenever in his or 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 shall not of itself create
contract rights.
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Section 4. THE CHAIRMAN. The Chairman shall be the chief executive officer
of the corporation. He shall, subject to the direction and control of the Board
of Directors, be their representative and medium of communication. He shall see
that all orders and resolutions of the Board of Directors are carried into
effect. He shall preside at all meetings of shareholders and at all meetings of
the Board of Directors. He shall be in complete charge with attendant
responsibility and accountability of the entire corporation and its affairs. He
shall, in the absence or inability to act of the President, be charged with the
duties and responsibilities of the President.
Section 5. THE PRESIDENT. The President shall be the chief operating
officer of the corporation. He shall have such powers and responsibilities and
shall perform such duties, as delineated by the Board of Directors or by the
Chairman. He shall be responsible directly to the Chairman in such performance.
Section 6. EXECUTIVE VICE PRESIDENTS. Each Executive Vice President shall
have such powers and responsibilities and shall perform such duties, as
delineated by the Board of Directors or President. They shall be directly
responsible to such officer as the President may from time to time prescribe.
Section 7. SENIOR VICE PRESIDENTS. Each Senior Vice President shall have
such powers and responsibilities, and shall perform such duties, as
delineated by the Board of Directors or President. They shall be directly
responsible to such officer as the President may from time to time prescribe.
Section 8. VICE PRESIDENTS. Each Vice President shall have such powers
and responsibilities, and shall perform such duties, as delineated by the Board
of Directors or President. They shall be directly responsible to such officer
as the President may from time to time prescribe.
Section 9. GENERAL COUNSEL. The General Counsel shall have general control
over all matters of a legal nature concerning the corporation and shall perform
such duties as delineated by the Board of Directors or President. He shall be
directly responsible to the President in said performance.
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Section 10. THE CONTROLLER. The Controller shall be in general control of
the accounts of the corporation, shall be responsible for the making of adequate
audits, shall prepare and interpret required accounting, financial and
statistical statements, shall be directly responsible to such officer and shall
perform such other duties as the Board of Directors or President may from time
to time prescribe.
Section 11. THE CORPORATE SECRETARY. The Corporate Secretary shall attend
all meetings of the Board of Directors and shareholders and act as secretary
thereof and shall record all votes and the minutes of all proceedings of the
Board of Directors and shareholders in a book for that purpose maintained and
kept in his custody. He or she shall keep in his custody the seal of the
corporation and shall in general perform all the duties incident to the office
of Secretary of a corporation. He shall act as Transfer Agent of the
corporation and/or Registrar of its capital stock and other securities; provided
that the Board of Directors may by resolution appoint one or more other persons
or corporations as Transfer Agents and/or Registrars or as Co-Transfer Agents
and/or Co-Registrars. He shall be directly responsible to the President and
shall perform such other duties as the Board of Directors or President may from
time to time prescribe.
Section 12. THE TREASURER. The Treasurer shall have custody of all funds
and securities of the corporation and shall keep full and accurate accounts of
receipts and disbursements. He may endorse checks, notes and other obligations
on behalf of the corporation for collection and shall deposit the same, together
with all monies and other valuable effects, to the credit of the corporation in
banks or depositories as the Board of Directors may designate by resolution or
as may be established in accordance with Article VIII of these Bylaws. He shall
be directly responsible to such officer as the President may from time to time
designate and shall perform all duties incident to the office of Treasurer of a
corporation or as the Board of Directors or President shall designate.
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Section 13. ASSISTANT CORPORATE SECRETARY, ASSISTANT TREASURER, ASSISTANT
CONTROLLER. The Board of Directors or Chairman may appoint one or more Assistant
Corporate Secretaries, Assistant Treasurers and Assistant Controllers and such
other appointive officers as may be appropriate and required. They shall be
directly responsible to such officer and shall perform such duties as the Board
of Directors or President may from time to time designate.
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
Section 1. The shares of stock of this corporation shall be deemed
personal estate and shall be transferable only on the books of the corporation
in such manner as these Bylaws prescribe.
Section 2. Every shareholder in the corporation shall be entitled to have
a certificate or certificates representing the number of shares owned by him.
The certificates of shares of stock of the corporation shall be numbered and
shall be entered in the books of the corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by the
Chairman and Treasurer or an Assistant Treasurer and bear the corporate seal;
but the signatures of such officers and the seal of the corporation upon such
certificates may be facsimiles, engraved or printed where such certificate is
signed by a duly authorized Transfer Agent or Co-Transfer Agent and a Registrar
or Co-Registrar.
Section 3. The Board of Directors may make such rules and regulations as
it may deem expedient concerning the issue, transfer, conversion, and
registration of certificates for shares of the capital stock of the corporation.
Section 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate representing shares to be issued in place of any certificate
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate to be lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may require the owner of such lost or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require and/or give the corporation a bond in such form,
in such sum, and with such surety or sureties as it may direct as indemnity
against any claim that may be made against the corporation and its Transfer
Agents and Registrars and its Co-Transfer Agents and Co-Registrars with respect
to the certificate alleged to have been lost or destroyed.
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Section 5. TRANSFER OF SHARES. Transfers of shares of stock shall be made
on the books of the corporation only by the person named in the certificate or
by attorney, lawfully constituted in writing and upon surrender of the
certificate therefor.
Section 6. The Board of Directors may close the stock transfer books of
the corporation for a period not to exceed sixty (60) days 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 payment of any
distribution and share dividend, or in order to make a determination of
shareholders for any purpose, provided that if such books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
shareholders' meeting, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of so closing the stock transfer
books, the Board of Directors may fix a date in advance, not exceeding sixty
(60) days preceding the date of any meeting of shareholders, or the date for the
payment of any distribution and share dividend or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, as a record date for the respective determination of the
shareholders entitled to such notice of, and to vote at, any such meeting, or
entitled to receive payment of such distribution and share dividend, or to any
such allotment of rights, or to exercise rights in respect of any such change,
conversion or exchange of capital stock and in such case such shareholders and
only such shareholders as shall be shareholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting, or to receive
payment of such distribution and share dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares of stock on the books of the corporation after any such
record date fixed as aforesaid. In the absence of any designation with respect
thereto by the Board of Directors, the date upon which the notice of a meeting
is mailed or resolutions declaring a distribution and share dividend are adopted
shall be the record date for such determination in regard to meetings of
shareholders or declaration of distributions and share dividends.
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Section 7. 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 on the part of any other person, whether or not it shall have express
or other notice thereof, save as expressly provided by the laws of Texas.
Section 8. BONDS, DEBENTURES AND EVIDENCE OF INDEBTEDNESS. Bonds,
debentures and other evidence of indebtedness of the corporation shall be signed
by the Chairman, the President, or any Vice President and the Treasurer or an
Assistant Treasurer and shall bear the corporate seal and when so executed shall
be binding upon the corporation, but not otherwise. The seal of the corporation
thereon may be facsimile, engraved or printed, and where any such bond,
debenture or other evidence of indebtedness is authenticated with the manual
signature of an authorized officer of the corporation or trustee appointed or
named by an indenture or trust or other agreement under which such security is
issued, the signature of any of the corporation's officers authorized to execute
such security may be facsimile.
Section 9. SIGNATURES ON SHARE CERTIFICATES, BONDS, DEBENTURES AND
EVIDENCES OF INDEBTEDNESS. In case any officer who signed, or whose facsimile
signature has been placed on any certificate representing shares of stock, bond,
debenture or evidence of indebtedness of this corporation shall cease to be an
officer of the corporation for any reason before the same has been issued or
delivered by the corporation, such certificate, bond, debenture or evidence of
indebtedness may nevertheless be issued and delivered as though the person who
signed it or whose facsimile signature has been placed thereon had not ceased to
be such officer.
ARTICLE VII
DEEDS AND OTHER INSTRUMENTS OF CONVEYANCE
Section 1. Deeds and other instruments of the corporation conveying land
or any interest in land shall be signed by the Chairman, the President or a Vice
President, or an attorney-in-fact of the corporation, when authorized by
appropriate resolution of the Board of Directors or shareholders, and, when
required by law, shall be attested by the Corporate Secretary or an Assistant
Corporate Secretary and shall bear the corporate seal and when so executed shall
be binding upon the corporation, but not otherwise.
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ARTICLE VIII
CHECKS, DRAFTS AND BILLS OF EXCHANGE
Section 1. The Chairman or the President of the corporation may from time
to time establish General Bank Accounts, Depository Bank Accounts, and such
Special Bank Accounts as in the judgment of either of them may be needed in
carrying on and dispatching the business of the corporation. All checks, drafts
and bills of exchange issued in the name of the corporation and calling for the
payment of money out of said General Accounts, Depository Accounts, or Special
Accounts of the corporation shall be signed by the Controller or Assistant
Controller or such agents and employees as the Chairman or the President may
from time to time designate and authorize to sign for the Controller and
countersigned by the Treasurer or any Assistant Treasurer or such agents and
employees as the Chairman or the President may from time to time designate and
authorize to sign for the Treasurer; and when so designated by the Chairman or
the President, the signature of the Treasurer or an Assistant Treasurer may be
affixed by the use of a check-signing machine; provided that for the purpose of
transferring funds from any bank or depository at which the corporation has
funds on deposit to any other bank or depository of the corporation for credit
to the corporation's account, a form of check having plainly printed upon its
face "DEPOSITORY TRANSFER CHECK" and being by its wording payable to a bank or
depository for credit to the account of the corporation is hereby authorized,
and such checks shall require no signature other than the name of the
corporation printed at the lower right corner; and further provided that checks,
drafts and bills of exchange issued in the name of the corporation in the amount
of $5,000 or less need bear only one signature and that being the signature of
the Treasurer or an Assistant Treasurer, affixed either manually or by the use
of a check-signing machine, or the manual signature of such agents and employees
as the Chairman or the President may from time to time designate and authorize
to sign for the Treasurer; and further provided that no person authorized to
sign checks or drafts may sign a check or draft payable to himself. When signed
in such applicable manner, but not otherwise, every check, draft or bill of
exchange issued in the name of the corporation and calling for the payment of
money out of the General Bank Accounts, Depository Bank Accounts, and Special
Bank Accounts of the corporation shall be valid and enforceable according to its
wording, tenor and effect, but not otherwise. Provided, however, that for the
purpose of transferring funds between accounts of the corporation, from accounts
of the corporation to accounts of ENSERCH Corporation and its subsidiaries and
affiliates, from accounts of the corporation to accounts of subsidiaries and
affiliates, and from accounts of the corporation for the purpose of investment
of corporate funds, the Treasurer or an Assistant Treasurer or such agents and
employees as the Chairman or the President may from time to time designate and
authorize may make such transfer of funds by bank wire transfers through oral or
written instructions; and for the purpose of transferring funds from accounts of
the corporation to accounts of other third parties, such funds may be
transferred by bank wire transfers but only upon written instructions from the
Treasurer or an Assistant Treasurer or such agents and employees as the Chairman
or the President may from time to time designate and authorize to sign for the
Treasurer and countersigned by the Controller or Assistant Controller or such
agents and employees as the Chairman or the President may from time to time
designate and authorize to sign for the Controller.
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Section 2. The Treasurer of the corporation may establish special bank
accounts designated as Agent's Account or Local Manager's Account in such bank
or banks as in his judgment may be needed in carrying on and dispatching the
business of the corporation, provided that the Treasurer in establishing and
maintaining such accounts shall keep only such funds therein and in such amount
as may be required for the local needs of such accounts and provided that checks
or drafts issued against or drawn on such accounts shall be valid and binding on
the corporation according to their wording, tenor and effect when signed by
either the Treasurer of the corporation or by such agent or employee of the
corporation as may be designated by the Treasurer in writing to such bank or
when signed in such manner and by such agent or employee of the corporation as
may be designated by the Chairman or the President of the corporation; and
further provided that checks and drafts issued in the name of the corporation
against funds in such Agent's Account or Local Manager's Account in the amount
of $1,000 or more must be countersigned by two persons authorized to sign such
checks or drafts.
ARTICLE IX
FISCAL YEAR
Section 1. The fiscal year shall begin on the first day of January in each
year.
ARTICLE X
DIVIDENDS AND SHARE DIVIDENDS
Section 1. Distributions and share dividends upon the outstanding shares
of the corporation, subject to the provisions of the Articles of Incorporation,
if any, may be declared by the Board of Directors at any regular or special
meeting. Distributions may be paid in cash or property, and share dividends may
be paid in shares of the authorized but unissued shares or in treasury shares of
the corporation, subject to the provisions of the Articles of Incorporation.
ARTICLE XI
RESERVES
Section 1. There may be created by resolution of the Board of Directors
out of the earned surplus of the corporation such reserve or reserves as the
Directors from time to time, in their discretion, think proper to provide for
contingencies, or to equalize distributions, or to repair or maintain any
property of the corporation, or for such other purposes 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.
ARTICLE XII
SEAL
Section 1. The corporation's seal shall have inscribed thereon the name of
the corporation, the year of the organization and the words "Corporate Seal,
Texas." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE XIII
INDEMNIFICATION
Section 1. The corporation shall indemnify any person who (1) is or was a
director, officer, employee or agent of the corporation, or (2) while a
director, officer, employee or agent 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 or is required to grant indemnification to a director under the
Texas Business Corporation Act. The corporation may indemnify any person to
such further extent as permitted by law.
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ARTICLE XIV
AMENDMENTS
Section 1. Amendments. Bylaws of the corporation may be amended, repealed
or adopted by vote of the holders of the shares at the time entitled to vote in
the election of any directors. If, at any meeting of shareholders, action is
proposed to be taken to amend, repeal or adopt Bylaws, the notice of such
meeting shall include a brief statement or summary of the proposed action.
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