EXHIBIT 4.13
BYLAWS OF ENSERCH CORPORATION, A
CORPORATION INCORPORATED UNDER
THE LAWS OF THE STATE OF TEXAS
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PURPOSE AND SCOPE OF BYLAWS
These Bylaws shall constitute the private laws of ENSERCH CORPORATION, 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 ENSERCH
Center, 300 South St. Paul, in the City of Dallas, County of Dallas, State of
Texas, 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.
Section 2. The annual meeting of the shareholders shall be held on the
second Tuesday of May in each year, at 10:00 A.M., for the election of a Board
of Directors and the transaction of such other business as may properly be
brought before the meeting.
Section 3. Special meetings of the shareholders may be called by the
Chairman and President, 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.
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 and President, 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.
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Section 7. Each outstanding share, of any class, shall be entitled to as
many votes per share as the Articles of Incorporation shall provide, 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 by 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.
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 and President shall preside at all meetings of
the shareholders. In his absence, an officer of the corporation designated by
the Board of Directors shall preside and perform the duties of the Chairman and
President at such meeting. He shall appoint two inspectors of voting to serve
at each such meeting. Before acting at any meeting, the inspectors shall be
sworn faithfully to execute their duties with strict impartiality and according
to the best of their ability. The inspectors shall determine the number of
shares outstanding, the voting power of each, the shares represented at the
meeting, the existence of a quorum, the qualification of the voters, the
authenticity, validity and effect of proxies, receive votes and ballots, hear
and determine all challenges and questions in any way arising in connection with
the vote, count and tabulate all votes and determine and announce the result of
the voting.
Section 11. At an annual meeting of the shareholders, only such business
shall be conducted as shall have been properly
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brought before the meeting. To be properly brought before an annual meeting,
business must be specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board, otherwise properly brought before the
meeting by or at the direction of the Board, or otherwise properly brought
before the meeting by a shareholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Corporate Secretary. To be timely, a shareholder's notice must be delivered
to or mailed and received at the principal executive offices of the corporation,
not less than fifty (50) days nor more than seventy-five (75) days prior to the
meeting; provided, however, that in the event that less than sixty-five (65)
days' notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be so received
not later than the close of business on the 15th day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. A shareholder's notice to the Corporate Secretary shall
set forth as to each matter the shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of the shareholder proposing such
business, (iii) the class and number of shares of the corporation which are
beneficially owned by the shareholder, and (iv) any material interest of the
shareholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no business shall
be conducted at the annual meeting except in accordance with the procedures set
forth in this Section 11; provided, however, that nothing in this Section 11
shall be deemed to preclude discussion by any shareholder of any business
properly brought before the annual meeting in accordance with said procedure.
The Chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 11, and if he should
so determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
Section 12. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as Directors. Nominations
of persons for election to the Board of the corporation may be made at a meeting
of shareholders by or at the direction of the Board of Directors by any
nominating committee or person appointed by the Board or by any shareholder of
the corporation entitled to vote for the election of Directors
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at the meeting who complies with the notice procedures set forth in this Section
12. Such nominations, other than those made by or at the direction of the
Board, shall be made pursuant to timely notice in writing to the Corporate
Secretary. To be timely, a shareholder's notice shall be delivered to or mailed
and received at the principal executive offices of the corporation not less than
fifty (50) days nor more than seventy-five (75) days prior to the meeting;
provided, however, that in the event that less than sixty-five (65) days' notice
or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the 15th day following the date on which
such notice of the date of the meeting was mailed or such public disclosure was
made. Such shareholder's notice to the Corporate Secretary shall set forth (a)
as to each person whom the shareholder proposes to nominate for election or re-
election as a Director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares of capital stock of the corporation
which are beneficially owned by the person, and (iv) any other information
relating to the person that is required to be disclosed in solicitations for
proxies for election of Directors pursuant to Rule 14a under the Securities
Exchange Act of 1934 as amended; and (b) as to the shareholder giving the notice
(i) the name and record address of shareholder and (ii) the class and number of
shares of capital stock of the corporation which are beneficially owned by the
shareholder. The corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the corporation to determine
the eligibility of such proposed nominee to serve as Director of the
corporation. No person shall be eligible for election as a Director of the
corporation unless nominated in accordance with the procedures set forth herein.
The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
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.
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Section 2. The Board of Directors shall consist of not less than six
Directors, none of whom need be shareholders or residents of the State of Texas;
the exact number of Directors to be determined from time to time by resolution
adopted by the Board of Directors. A person shall be ineligible to be a
Director of the corporation after the date of the annual meeting of shareholders
of the corporation in the year in which such person's seventy-second birthday
occurs. 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.
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.
Section 5. 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 resolutions or in the Articles of
Incorporation or the
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Bylaws, shall have and may exercise all of the authority of the Board of
Directors, provided that no committee of the Board of Directors shall have the
authority of the Board of Directors in reference to: (1) amending the Articles
of Incorporation, except that a committee may, to the extent provided in the
resolution designating that committee or in the Articles of Incorporation or the
Bylaws, exercise the authority of the Board of Directors vested in it in
accordance with Article 2.13 of the Texas Business Corporation Act ("Act"); (2)
proposing a reduction of the stated capital of the Corporation in the manner
permitted by Article 4.12 of the Act; (3) approving a plan of merger or share
exchange of the Corporation; (4) recommending to the shareholders the sale,
lease, or exchange of all or substantially all of the property and assets of the
Corporation otherwise than in the usual and regular course of its business; (5)
recommending to the shareholders a voluntary dissolution of the Corporation or a
revocation thereof; (6) amending, altering, or repealing the Bylaws of the
Corporation or adopting new Bylaws of the Corporation; (7) filling vacancies in
the Board of Directors; (8) filling vacancies in or designating alternate
members of any such committee; (9) filling any directorship to be filled by
reason of an increase in the number of Directors; (10) electing or removing
officers of the Corporation or members or alternate members of any such
committee; (11) fixing the compensation of any member or alternate members of
such committee; or (12) altering or repealing any resolution of the Board of
Directors that by its terms provides that it shall not be so amendable or
repealable; and, unless such resolution designating a particular committee, the
Articles of Incorporation, or the Bylaws expressly so provide, no committee of
the Board of Directors shall have the authority to authorize a distribution or
to authorize the issuance of shares of the Corporation.
MEETINGS OF THE BOARD OF DIRECTORS
Section 6. The Directors of the corporation may hold their meetings, both
regular and special, either within or without the State of Texas.
Section 7. 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 8. 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 9. Special meetings of the Board of Directors may be called on
twenty-four (24) hours' notice to each Director, or
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such shorter period of time as the person calling the meeting deems appropriate
in the circumstances, either personally, or by mail, or by telegram; special
meetings shall be called by the Chairman and President or, in the event of the
inability of the Chairman and President to act, the Corporate Secretary in like
manner and on like notice on the written request of two Directors. Neither the
business to be transacted at, nor the purpose of, any special meeting need be
specified in a notice or waiver of notice.
Section 10. 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. 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 11. COMPENSATION OF DIRECTORS. The Board of Directors shall have
authority to establish, from time to time, the amount of compensation which
shall be paid to its members for their services as Directors.
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.
Section 2. Whenever any notice is required to be given to any shareholder
or Director 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
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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 and
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
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 and President. The power
to appoint such other officers and agents may be delegated by the Board of
Directors to the Chairman and President 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 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
shall not of itself create contract rights.
Section 4. THE CHAIRMAN AND PRESIDENT. The Chairman and President 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, resolutions and policies
adopted by 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.
Section 5. EXECUTIVE VICE PRESIDENTS. Each Executive Vice President shall
have such powers and responsibilities, and shall perform such duties, as
delineated by the Board or by the
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Chairman and President. They shall be directly responsible to such officer as
the Chairman and President may from time to time prescribe.
Section 6. SENIOR VICE PRESIDENTS. Each Senior Vice President shall have
such powers and responsibilities, and shall perform such duties, as delineated
by the Board or by the Chairman and President. They shall be directly
responsible to such officer as the Chairman and President may from time to time
prescribe.
Section 7. THE 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 or by the Chairman and President.
He shall be directly responsible to the Chairman and President in said
performance.
Section 8. VICE PRESIDENTS. Each Vice President shall have such powers
and responsibilities, and shall perform such duties, as may be delineated by the
Board or the Chairman and President. They shall be directly responsible to such
officer as the Chairman and President may from time to time prescribe.
Section 9. 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, and shall be directly responsible to such officer and
shall perform such other duties as the Board or Chairman and President may from
time to time prescribe.
Section 10. 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 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 such officer and shall perform such other
duties as the Board or Chairman and President may from time to time prescribe.
Section 11. THE TREASURER. The Treasurer shall have custody of all the
funds and securities of the corporation and shall keep
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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
Chairman and 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 or
Chairman and President shall designate.
Section 12. ASSISTANT CORPORATE SECRETARY, ASSISTANT TREASURER, ASSISTANT
CONTROLLER. The Board of Directors 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 or
Chairman and 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 President or a Vice President, and the 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
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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.
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 notice of, and to vote at, any such meeting, or
entitled to receive payment of any 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
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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 declarations of distributions and share
dividends.
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 EVIDENCES OF INDEBTEDNESS. Bonds,
debentures and other evidence of indebtedness of the corporation shall be signed
by the Chairman and 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 of 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 had 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 and President or a Vice
President or 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 and President of the corporation may from time to
time establish General Bank Accounts, Depository Bank Accounts, and such Special
Bank Accounts as in his judgment 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 and 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 and President may from time to time designate and authorize to sign for
the Treasurer; and when so designated by the Chairman and 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 $5,000.00 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 and President may from time to time designate and authorize to sign for
the Treasurer; and provided further that checks and drafts issued in the name of
the corporation and calling for payment of money out of Special Bank Accounts
established for the payment of dividends 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 and 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
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otherwise. Provided, however, that for the purpose of transferring funds
between accounts of the corporation, from accounts of the corporation to
accounts of subsidiaries and affiliates, from accounts of the corporation for
the purpose of investment of corporate funds, and from accounts of the
corporation for the payment of dividends, the Treasurer or an Assistant
Treasurer, or such agents and employees as the Chairman and 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 and 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
and President may from time to time designate and authorize to sign for the
Controller.
Section 2. The Treasurer of the corporation may establish special bank
accounts designated as Agent'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
and 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 in
the amount of $1,000.00 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
DISTRIBUTIONS AND SHARE DIVIDENDS
Section 1. Distributions and share dividends upon the outstanding shares
of the corporation, subject to the provisions
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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 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.
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, its divisions or
subsidiaries, is or was serving at the request of the corporation, pursuant to a
resolution adopted by the Board of Directors, 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, pursuant to
a resolution adopted by the Board of Directors, may indemnify any such persons
to such further extent as permitted by law.
ARTICLE XIV
AMENDMENTS
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Section 1. The power to alter, amend, suspend or repeal the Bylaws or to
adopt new Bylaws shall be vested in the Board of Directors; provided, however,
that any Bylaw or Amendment thereto as adopted by the Board of Directors may be
altered, amended, suspended or repealed by vote of the shareholders entitled to
vote for the election of Directors or a new Bylaw in lieu thereof may be adopted
by vote of such shareholders. No Bylaw which has been altered, amended or
adopted by such a vote of the shareholders may be altered, amended, suspended or
repealed by vote of the Directors until two years after such action by vote of
the shareholders.
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