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EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
TO BYLAWS
The undersigned hereby certifies that the following are amendments to
the Bylaws of Ace Cash Express, Inc. (the "Corporation"), adopted by the Board
of Directors of the Corporation at a meeting of the Board of Directors duly
called and held on December 22, 1999:
RESOLVED FURTHER, that Section 1 of Article V of the Bylaws be amended,
effective as of January 3, 2000, to read in its entirety as follows:
Section 1. General. The elected officers of the
Corporation shall be a President and a Secretary. The Board of
Directors may also elect or appoint a Chairman of the Board, a
Chief Executive Officer, one or more Vice Presidents, one or
more Assistant Vice Presidents, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers,
and such other officers as may be deemed necessary, all of
whom shall also be officers. Two or more offices may be held
by the same person.
RESOLVED FURTHER, that Sections 3 and 4 of Article V of the Bylaws be
deleted and replaced in their entirety, effective as of January 3, 2000, by the
following:
Section 3. Chairman of the Board. The Board of
Directors may elect or appoint, from among its members, a
Chairman of the Board. The Chairman of the Board (if any),
when present, shall preside at all meetings of the
shareholders and of the Board of Directors of the Corporation.
The Chairman of the Board shall perform, under the direction
and subject to the control of the Board of Directors, all
duties incident to the office of the Chairman of the Board and
such other duties as the Board of Directors may assign to him
from time to time. The Chairman of the Board may sign stock
certificates representing shares of the Corporation.
Section 3A. Chief Executive Officer. The Chief
Executive Officer of the Corporation, subject to the
provisions of these Bylaws, shall have general supervision of
the affairs of the Corporation and shall have general and
active control of all its business. In the absence of the
Chairman of the Board (if any), he may preside, when present,
at all meetings of the shareholders (including the holders of
any class of shares of the Corporation) and of the Board of
Directors of the Corporation. He shall see that all orders and
resolutions of the Board of Directors and the shareholders are
carried into effect. He shall have general authority to
execute bonds, deeds and contracts in the name of the
Corporation and affix the corporate seal (if any) thereto; to
sign stock certificates; to cause the employment or
appointment of such employees and agents of the Corporation as
the proper conduct of operations may require, and to fix their
compensation, subject to the provisions of these Bylaws; to
remove or suspend any employee or agent who shall have been
employed or appointed under his authority or under authority
of an officer subordinate to him; to suspend for cause,
pending final action by the authority which shall have elected
or appointed him, any officer subordinate to the Chief
Executive Officer; and, in general, to exercise all the powers
and authority usually appertaining to the chief executive
officer of a corporation, except as otherwise provided in
these Bylaws.
Section 4. President. In the absence of a Chairman of
the Board or a Chief Executive Officer, the President shall be
the ranking and Chief Executive Officer of the Corporation,
and shall have the rights and powers, and the duties and
responsibilities, of the Chairman of the Board and the Chief
Executive Officer. The President shall be the Chief Operating
Officer of the Corporation and as such shall have, subject to
review and approval of the Board of Directors and the Chairman
of the Board (if any) and the Chief Executive Officer (if
any), the responsibility for the operations of the Corporation
and the authority of the Chairman of the Board and the Chief
Executive Officer.
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RESOLVED FURTHER, that Section 1 of Article VI of the Bylaws be
amended, effective as of January 3, 2000, to read in its entirety as follows:
Section 1. Form of Certificates. The Corporation
shall deliver certificates representing all shares to which
shareholders are entitled. Certificates representing shares of
the Corporation shall be in such form as shall be approved and
adopted by the Board of Directors and shall be numbered
consecutively and entered in the share transfer records of the
Corporation as they are issued. Each certificate shall state
on the face thereof that the Corporation is organized under
the laws of the State of Texas, the name of the registered
holder, the number and class of shares, and the designation of
the series (if any) which the certificate represents, and
either the par value of the shares or a statement that the
shares are without par value. Each certificate shall also set
forth on the back thereof a full or summary statement of
matters required by the Act or the Articles of Incorporation
to be described on certificates representing shares, and shall
contain a conspicuous statement on the face thereof referring
to the matters set forth on the back thereof. Certificates
shall be signed by the Chairman of the Board, the Chief
Executive Officer, the President or any Vice President and by
the Secretary or any Assistant Secretary, and may be sealed
with the seal of the Corporation (if any). Either the seal of
the Corporation (if any) or the signatures of the
Corporation's officers, or both, may be facsimiles. In case
any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, such certificate or
certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates have been
delivered by the Corporation or its agents, such certificate
or certificates may nevertheless be issued and delivered as
though the person or persons who signed the certificate or
certificates or whose facsimile signature or signatures have
been used thereon had not ceased to be such officer or
officers of the Corporation.
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Debra A. Bradford, Secretary