EXHIBIT 3.4
BY-LAWS
OF
MULE-HIDE PRODUCTS CO., INC.
(a Texas corporation)
INTRODUCTION
0.01 Date of annual shareholders' meeting (see Section 2.01):
March 15 at 10:00 a.m.
0.02 Required notice of shareholders' meeting (see Section 2.04):
Ten days
0.03 Authorized number of directors (see Section 3.01):
Two
0.04 Required notice of directors' meeting (see Section 3.05):
Forty-eight hours
0.05 Authorized number of Vice-Presidents (see Section 4.01):
One
0.06 Restrictions upon transfer of shares (see Section 6.05):
None. Future restrictions may be imposed by
Agreement among the Shareholders and the corporation.
0.07 Fiscal Year (see Section 9.01):
January 1 through December 31
ARTICLE I.
OFFICE
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1.01 Principal and Business Offices. The Corporation may have such
principal and other business offices, either within or without the State of
Texas,, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
1.02 Registered Office. The registered office of the Corporation
required by the Texas Business Corporation Act to be maintained in the State of
Texas may be, but need not be, identical with the principal office in the State
of Texas, and the address of the registered office may be changed from time to
time by the Board of Directors. The business office of the registered agent of
the Corporation shall be identical to such registered office.
ARTICLE II.
SHAREHOLDERS
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2.01 Annual Meeting. The annual meeting of the shareholders shall be
held in each year at the date and hour set forth in Section 0.01, or at such
other date and hour within thirty (30) days before or after said date as may be
fixed by or under the authority of the Board of Directors, for the purpose of
electing directors and for transaction of such other business as may come before
the meeting. If the day fixed for the annual meeting shall be a legal holiday
in the State of Texas, such meeting shall be held on the next succeeding
business day. if the election of directors shall not be held on the day
designated herein, or fixed as herein provided, for any annual meeting of the
shareholders, or any adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders as soon thereafter
as conveniently may be.
2.02 Special Meeting. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or the Board of Directors or by the person designated in the
written request of the holders of not less than one-tenth (1/10) of all shares
of the corporation entitled to vote at the meeting.
2.03 Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Texas as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Texas, as the place
for the holding of such meeting. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the principal
business office of the Corporation in the State of Texas or such other suitable
place in the county of such principal office as may be designated by the person
calling such meeting, but any meeting may be adjourned to reconvene at any place
designated by vote of a majority of the shares represented at such meeting.
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2.04 Notice of Meeting. Written notice stating the place, day and
hour of the meeting, and in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than the number of
days set forth in Section 0.02 (unless a longer period is required by law or the
Articles of Incorporation) nor more than fifty (50) days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or other 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 stockholder at his address as it appears on the stock record
books of the Corporation, with postage thereon prepaid.
2.05 Closing of Transfer Books or Fixing of 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 shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty (50) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
(10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, 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 not to be
more than fifty (50) days and, in case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. If the stock transfer books
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 payment of a dividend, the close of business on the date on
which notice of the meeting is mailed or on the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders has been made as provided in this section, such
determination of shareholders shall be applied to any adjournment thereof except
where the determination has been made through the closing of the stock transfer
books and the stated period of closing has expired.
2.06 Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall, before each meeting of
shareholders, make a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, with the address of and the number of
shares held by each, which list 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 meeting of shareholders. Failure to
comply with the requirements of this section shall not affect the validity of
any action taken at such meeting.
2.07 Quorum. Except as otherwise provided in the Articles of
Incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. If a
quorum is present, the affirmative vote of the majority of the shares
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represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders unless the vote of a greater number or voting by
classes is required by law or the Articles of Incorporation. Though less than a
quorum of the outstanding shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. 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.
2.08 Conduct of Meetings. The president, and in his absence, a vice-
president in the order provided under Section 4.06, and in their absence, any
person chosen by the shareholders present, shall call the meeting of the
shareholders to order and shall act as chairman of the meeting, and the
secretary of the Corporation shall act as secretary of all meetings of the
shareholders, but, in the absence of the secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.
2.09 Proxies. At all meetings of shareholders, a shareholder
entitled to vote may vote in person or by proxy appointed in writing by the
shareholder or by his duly authorized attorney in fact. Such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any
time before it is voted, either by written notice filed with the Secretary of
the acting secretary of the meeting or by oral notice given by the shareholder
to the presiding officer during the meeting. The presence of a shareholder who
has filed his proxy shall not of itself constitute a revocation. No proxy shall
be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy. The Board of Directors shall have the power
and authority to make rules establishing presumptions as to the validity and
sufficiency of proxies.
2.10 Voting of Shares. Each outstanding share shall be entitled to
one vote upon each matter submitted to a vote at a meeting of the shareholders,
except to the extent that the voting rights of the shares of any class or
classes are enlarged, limited or denied by the Articles of Incorporation.
2.11 Voting of Shares by Certain Holders.
(a) Other Corporations. Shares standing in the name of another
corporation may be voted either in person or by proxy, by the president of
such corporation or any other officer appointed by such president. A proxy
executed by any principal officer of such other corporation or assistant
thereto shall be conclusive evidence of the signer's authority to act, in
the absence of express notice to this corporation, given in writing to the
Secretary of this corporation, of the designation of some other person by
the board of directors or the by-laws of such other corporation.
(b) Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, conservator, trustee in bankruptcy,
receiver, or assignee for creditors may be voted by him, either in person
or by proxy, without a transfer of such shares into his name, provided that
there is filed with the Secretary before or at the time of meeting proper
evidence of his incumbency and the number of shares held. Shares standing
in the name of a fiduciary
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may be voted by him, either in person or by proxy. A proxy executed by a
fiduciary shall be conclusive evidence of the signer's authority to act, in
the absence of express notice to this corporation, given in writing to the
Secretary of this Corporation, that such manner of voting is expressly
prohibited or otherwise directed by the document creating the fiduciary
relationship.
(c) Pledges. A shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name of
the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.
(d) Treasury Stock and Subsidiaries. Neither treasury shares, nor
shares held by another corporation if a majority of the shares entitled to
vote for the election of directors of such other corporation, shall be
voted at any meeting or counted in determining the total number of
outstanding shares entitled to vote, but shares of its own issue held by
this Corporation in a fiduciary capacity, or held by such other corporation
in a fiduciary capacity, may be voted and shall be counted in determining
the total number of outstanding shares entitled to vote.
(e) Minors. Shares held by a minor may be voted by such minor in
person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the Corporation has
received written notice or has actual knowledge that such shareholder is a
minor.
(f) Incompetents and Spendthrifts. Shares held by an incompetent or
spendthrift may be voted by such incompetent or spendthrift in person or by
proxy and no such vote shall be subject to disaffirmance or avoidance,
unless prior to such vote the Secretary of the Corporation has actual
knowledge that such shareholder has been adjudicated an incompetent or
spendthrift or actual knowledge of filing of judicial proceedings for
appointment of a guardian.
(g) Joint Tenants. Shares registered in the names of two or more
individuals who are earned in the registration as joint tenants may be
voted in person or by proxy signed by any one or more of such individuals
if either (i) no other such individual or his legal representative is
present and claims the right to participate in the voting of such shares or
prior to the vote filed with the Secretary of the Corporation a contrary
written voting authorization or direction or written denial of authority of
the individual present or signing the proxy proposed to be voted, or (ii)
all such other individuals are deceased and the Secretary of the
Corporation has no actual knowledge that the survivor has been adjudicated
not to be the successor to the interests of those deceased.
2.12 Waiver of Notice by Shareholders. Whenever any notice whatever
is required to be given to any shareholder of the Corporation under the Articles
of Incorporation or by-laws or any provision of law, a waiver thereof in
writing, signed at any time, whether before or after the time of the meeting, by
the shareholder entitled to such notice, shall be deemed equivalent to the
giving of
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such notice; provided that such waiver in respect to any matter of which notice
is required under any provision of the Texas Business Corporation Act, shall
contain the same information as would have been required to be included in such
notice, except the time and place of meeting.
2.13 Unanimous Consent without Meeting. Any action required or
permitted by the Articles of Incorporation or by-laws or any provision of law to
be taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III.
BOARD OF DIRECTORS
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3.01 General Powers and Number. The business and affairs of the
Corporation shall be managed by its Board of Directors. The number of directors
of the Corporation shall be as set forth in Section 0.03.
3.02 Tenure and Qualifications. Each director shall hold office
until the next annual meeting of shareholders and until his successor has been
elected, or until his prior death, resignation, or removal. A director may be
removed from office by affirmative vote of the majority of the outstanding
shares entitled to vote for the election of such director, taken at a meeting of
shareholders called for that purpose. A director may resign at any time by
filing his written resignation with the Secretary of the Corporation. Directors
need not be residents of the State of Texas or shareholders of the Corporation.
3.03 Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after the annual
meeting of the shareholders, and each adjourned session thereof. The place of
such regular meeting shall be the same as the place of the meeting of
shareholders which precedes it, or such other suitable place as may be announced
at such meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of Texas, for
the holding of additional regular meetings without other notice than such
resolution.
3.04 Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President, Secretary or any two
directors. The President or Secretary calling any special meeting of the Board
of Directors may fix any place, either within or without the State of Texas, as
the place for holding any special meeting of the Board of Directors called by
them, and if no other place is fixed, the place of meeting shall be the
principal business office of the Corporation in the State of Texas.
3.05 Notice; Waiver. Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section 3.03) shall be
given by written notice delivered personally or mailed or given by telegram to
each director at his business address or at such other address as such
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director shall have designated in writing filed with the Secretary, in each case
not less than that number of hours prior thereto set forth in Section 0.04. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage prepaid. If notice is given by telegram,
such notice shall be deemed to be delivered when the telegram is delivered to
the telegraph company. Whenever any notice whatever is required to be given to
any director of the Corporation under the Articles of Incorporation or by-laws
or any provision of law, a waiver thereof in writing, signed at any time,
whether before or after the time of meeting, by the director entitled to such
notice, shall be deemed equivalent to the giving of such notice. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting and objects to the transaction of any
business at such meeting because the meeting is not lawfully called or convened.
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.
3.06 Quorum. Except as otherwise provided by law or by the Articles
of Incorporation or these by-laws, a majority of the number of directors set
forth in Section 0.03 shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but a majority of the directors
present (though less than such quorum) may adjourn the meeting from time to time
without further notice.
3.07 Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by law or by these
by-laws.
3.08 Conduct of Meetings. The President, and in his absence, a Vice-
President in the order provided under Section 4.06, and in their absence, any
director chosen by the directors present, shall call meetings of the Board of
Directors to order and shall act as chairman of the meeting. The Secretary of
the Corporation shall act as secretary of all meetings of the Board of
Directors, but in the absence of the Secretary, the presiding officer may
appoint any Assistant Secretary or any director or other person present to act
as secretary of the meeting.
3.09 Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the directors then in office, though less than a quorum of the Board
of Directors; provided, that in case of a vacancy created by the removal of a
director by vote of the shareholders, the shareholders shall have the right to
fill such vacancy at the same meeting or any adjournment thereof.
3.10 Compensation. The Board of Directors, by affirmative vote of a
majority of the directors then in office, and regardless of any personal
interest of any of its members, may establish reasonable compensation for all
directors for services to the Corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors shall also have authority to provide for or to delegate authority to
an appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits or payments, to directors,
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offices and employees and to their estates, families, dependents or
beneficiaries on account of prior services rendered by such directors, officers
and employees of the Corporation.
3.11 Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors or a committee thereof of which
he is a member at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the Secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.
3.12 Committees. The Board of Directors by resolution adopted by the
affirmative vote of a majority of the number of directors set forth in Section
0.03 may designate one or more committees, each committee to consist of three or
more directors elected by the Board of Directors, which to the extent provided
in said resolution as initially adopted, and as thereafter supplemented or
amended by further resolution adopted by a like vote, shall have and may
exercise, when the Board of Directors is not in session, the business and
affairs of the Corporation, except action in respect to dividends to
shareholders, election of the principal officers or the filling of vacancies in
the Board of Directors or committees created pursuant to this section. The
Board of Directors may elect one or more of its members as alternate members of
any such committee who may take the place of any absent member or members at any
meeting of such committee, upon request by the President or upon request by the
chairman of such meeting. Each such committee shall make its own rules
governing the conduct of its activities and shall make such reports of its
activities to the Board of Directors as the Board of Directors may request.
3.13 Unanimous Consent without Meeting. Any action required or
permitted by the Articles of Incorporation or by-laws or any provision of law to
be taken by the Board of Directors at a meeting or by resolution may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors then in office.
ARTICLE IV.
OFFICERS
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4.01 Number. The principal officers of the Corporation shall be a
President, the number of Vice-Presidents set forth in Section 0.05, a Secretary,
and a Treasurer, each of whom shall be elected by the Board of Directors. Any
two or more offices except President and Secretary may be held by the same
person.
4.02 Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at the first annual meeting
of the Board of Director held after each annual meeting of the shareholders. If
the election of officers is not held at such meeting, such election shall
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be held as soon thereafter as conveniently may be. Each officer shall hold
office until his successor has been duly elected or until his prior death,
resignation, or removal.
4.03 Removal. Any officer or agent 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 not be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.
4.04 Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise shall be filled by the
Board of Directors for the unexpired portion of the term.
4.05. President. The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He shall, when present, preside at all meetings of
the share holders and of the Board of Directors. He shall have authority,
subject to such rules as may be prescribed by the Board of Directors, to appoint
such agents and employees of the Corporation as he shall deem necessary, to
prescribe their powers, duties and compensation, and to delegate authority to
sign, execute and acknowledge, on behalf of the Corporation, all deeds,
mortgages, bonds, stock certificates, contracts, leases, reports, and all other
documents or instruments necessary or proper to be executed in the course of the
Corporation's regular business, or which shall be authorized by resolution of
the Board of Directors; and, except as otherwise provided by law or the Board of
Directors, he may authorize the Vice-President or other officer or agent of the
Corporation to sign, execute and acknowledge such documents or instruments in
his place and stead. In general, he shall perform all duties incident to the
office of President and have such other duties and exercise such other authority
as may be prescribed by the Board of Directors from time to time.
4.06 The Vice-Presidents. In the absence of the President or in the
event of his death, inability, or refusal to act, or in the event for any reason
it shall be impractical for the President to act personally, the Vice-President
(or in the event there is more than one Vice-President, the Vice-Presidents, in
the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Any Vice-President may sign, with
the Secretary of Assistant Secretary, certificates for shares of the
Corporation, and shall perform such other duties and have such authority as from
time to time may be delegated or assigned to him by the President or by the
Board of Directors. The execution of any instrument on behalf of the
Corporation by any Vice-Presidents shall be conclusive evidence, as to third
parties, of his authority to act in the stead of the President.
4.07 The Secretary. The Secretary shall: (a) keep the minutes of
the meetings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the Corporate records and of the seal of the Corporation (if any)
and see that the seal of the Corporation (if any) is affixed to all documents,
the execution of which, on behalf of
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the Corporation under its seal, is duly authorized (d) keep or arrange for the
keeping of a register of the post office address of each shareholder which shall
be furnished to the secretary by such shareholder; (e) sign with the President,
or a Vice-President, certificates for shares of the Corporation, the issuance of
which shall have been authorized by general resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
Corporation; and (g) in general perform all duties incident to the office of
Secretary and may have such other duties and exercise such other authority as
may be prescribed by the Board of Directors from time to time or as may be
delegated or assigned to him by the President from time to time.
4.08 The Treasurer. The treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit all such monies in the name of the
Corporation in such banks, trust companies, or other depositories as shall be
selected in accordance with all duties incident to the office of and have such
other duties and exercise such other authority as may be prescribed by the Board
of Directors from time to time or as may be delegated or assigned to him by the
President from time to time. If required by the Board of Directors, the
treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine.
4.09 Assistant Secretaries and Assistant Treasurers. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretary may sign
with the President or a Vice-President certificates for shares of the
Corporation, the issuance of which have been authorized by a resolution of the
Board of Directors. If required by the Board of Directors, the Assistant
Treasurers shall give bonds for the faithful discharge of their duties in such
sums and with such sureties as the Board of Directors shall determine. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.
4.10 Other Assistants and Acting Officers. The Board of Directors
shall have the power to appoint any person to act as assistant to any officer,
or as agent for the Corporation in his stead, or to perform the duties of such
officer whenever for any reason it is impracticable for such officer to act
personally, and such assistant or acting officer or other agent so appointed by
the Board of Directors shall have the power to perform all the duties of the
office to which he is so appointed to be assistant, or as to which he is so
appointed to act, except as such power may be otherwise defined or restricted by
the Board of Directors.
4.11 Salaries. The salaries of the principal officers shall be fixed
from time to time by the Board of Directors or a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.
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ARTICLE V.
CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS
5.01 Contracts. The Board of Directors and shareholders may jointly
authorize any officer or officers, agent or agents, to enter into any contract
or execute or deliver any instrument in the name of and on behalf of the
Corporation, and such authorization may be general or confined to specific
instances. In the absence of other designation, all warranties, deeds,
mortgages and instruments of assignment or pledge and any other contracts or
instruments made by the Corporation in the ordinary course of business shall be
executed in the name of the Corporation by any two (2) officers. When so
executed no other party to such instrument or any third party shall be required
to make any inquiry into the authority of the signing officer or officers. No
warranties, deeds, mortgages, and instruments of assignment or pledge and any
other contracts or instruments by the Corporation not in the ordinary course of
business shall be made unless authorized by or under the authority of a
resolution of the shareholders and the Board of Directors. Such authorization
may be general or confined to specific instances.
5.02 Loans. No indebtedness for borrowed money shall be contracted
on behalf of the Corporation, and no evidences of such indebtedness shall be
issued in its name unless authorized by or under the authority of a resolution
of the shareholders and the Board of Directors. Such authorization may be
general or confined to specific instances.
5.03 Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.
5.04 Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as may be selected by or under the
authority of a resolution of the Board of Directors.
5.05 Voting of Securities Owned by this Corporation. Subject always
to the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
Corporation may be voted at any meeting of security holders of such other
corporation by the President of this Corporation if he is present, or in his
absence, by any Vice-President of this Corporation who is present, and (b)
whenever, in the judgment of the President, or in his absence, of any Vice-
President, it is desirable for this Corporation to execute a proxy or written
consent in respect to any shares or other securities issued by any other
corporation and owned by this Corporation, such proxy or consent shall be
executed in the name of this Corporation by the President or a Vice-President of
Corporation, without necessity of any authorization by the Board Directors,
affixation of corporate seal (if any) or countersignature or attestation by
another officer. Any person or persons designated in the manner above stated as
the proxy, or proxies of this Corporation shall have full right, power and
authority to vote the shares or other securities issued by such other
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corporation and owned by this Corporation the same as such shares or other
securities might be voted by this Corporation.
ARTICLE VI.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.01 Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form, consistent with law, as shall be
determined by the Board of Directors. Such certificates shall be signed by the
President or a Vice-President and by the Secretary or an Assistant Secretary.
All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares presented
thereby are issued, with the number of shares and the date of issue, shall be
entered on the stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares has been surrendered and cancelled, except as provided in Section 6.06.
6.02 Facsimile Signatures and Seal. The seal of the Corporation (if
any) on any certificates for shares may be a facsimilie. The signatures of the
President or Vice-President and the Secretary or Assistant Secretary upon a
certificate may be facsimilies if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation itself or an
employee of the Corporation.
6.03 Signature by Former Officers. In case any officer, who has
signed or whose facsimilie signature has been placed upon any certificates for
shares, 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 issue.
6.04 Transfer of Shares. Prior to due presentment of a certificate
for shares for registration of transfer, the Corporation may treat the
registered owner of such shares as the person exclusively entitled to vote, to
receive notifications, and otherwise to exercise all the rights and powers of an
owner. Where a certificate for shares is presented to the Corporation with a
request to register for transfer, the Corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the Corporation had no duty to inquire into adverse claims
or has discharged any such duty. The Corporation may require reasonable
assurance that said endorsements are genuine and may be prescribed under the
authority of the Board of Directors.
6.05 Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation on any
restriction imposed by the Corporation upon the transfer of such shares.
Restrictions on transfer applicable to all of the shares of the Corporation
shall be set forth in Section 0.06.
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6.06 Lost, Destroyed or Stolen Certificates. Where the owner claims
that his certificate for shares has been lost, destroyed or wrongfully taken, a
new certificate shall be issued in place thereof if the owner (a) so requests
before the Corporation has notice that such shares have been acquired by a bona
fide purchaser; (b) files with the Corporation a sufficient indemnity bond; and
(c) satisfies such other reasonable requirements as the Board of Directors may
prescribe.
6.07 Consideration for Shares. The shares of the Corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value (if any) shall not be
issued for a consideration less than par value thereof. The consideration to be
paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
Corporation. When payment of the consideration for which shares are to be
issued shall have been received by the Corporation, such shares shall be deemed
to be fully paid and nonassessable by the Corporation. No certificate shall be
issued for any share until such share is fully paid.
6.08 Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statutes of the State of Texas as it may deem expedient concerning the
issue, transfer and registration of certificates representing shares in the
Corporation.
ARTICLE VII.
SEAL
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7.01 The Corporation shall have NO corporate seal.
ARTICLE VIII.
AMENDMENTS
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8.01 By Shareholders. These by-laws may be altered, amended or
repealed and new by-laws may be adopted by the majority of the shares present or
represented at any annual or special meeting of the shareholders at which a
quorum is in attendance.
8.02 By Directors. These by-laws may also be altered, amended or
repealed and new by-laws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of directors present at any meeting at which a
quorum is in attendance. No by-laws adopted by the shareholders shall be
amended or repealed by the Board of Directors if the by-law so adopted so
provides.
8.03 Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
by-laws then in effect but is taken or
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authorized by affirmative vote not less than the number of shares or the number
of directors required to amend the by-laws so that the by-laws would be
consistent with such action, shall be given the same effect as though the by-
laws had been temporarily amended or suspended so far, but only so far, as is
necessary to permit the specific action so taken or authorized.
ARTICLE IX.
FISCAL YEAR
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9.01 The fiscal year of the Corporation shall be as set forth in Section
0.07.
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