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EXHIBIT 3.2
CODE OF BY-LAWS OF
TOMMY MOORE, INC.
ADOPTED AT ORGANIZATIONAL MEETING OF THE STOCKHOLDERS AND BOARD OF DIRECTORS
NAMED IN THE ARTICLES OF INCORPORATION HELD ON THE 1ST DAY OF APRIL, 1959, IN
ACCORDANCE WITH THE CALL OF MAJORITY OF THE INCORPORATORS.
ARTICLE 1.
NAME
Section 1. The name of this corporation is TOMMY MOORE, INC.
LOCATION
Section 2. The location of its registered office and principal place
of business shall be the following address: 2621 Cravens Rd., Fort Worth, Texas.
CORPORATION SEAL
Section 3. The corporation seal of this corporation shall have
inscribed thereon TOMMY MOORE, INC., An impression of the seal is as follows:
(SEAL)
ARTICLE II.
SHARES AND SHAREHOLDERS
Section 1. A statement of the aggregate number of shares of which this
corporation shall have the authority to issue and the par value of each of such
shares is stated in Article IV of its Articles of Incorporation and reference
is made thereto for all purposes.
Section 2. The shareholders of this corporation shall be those who
appear on the books of the company as the holder of one or more shares of the
shares of stock of this corporation for the purpose of determining the owners
thereof for voting.
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Section 3. All transfers of the shares of this corporation shall be
made as required by the Uniform Stock Transfer Act. Certificates of shares
shall be surrendered and cancelled at the time of transfer. No transfer of
shares shall be made within ten days next preceding the date appointed for
paying a dividend.
Section 4. In the case of the loss or the destruction of a certificate
of share, another may be issued in its place upon proof of such loss or
destruction and the giving of a satisfactory bond of indemnity. The provisions
of the Uniform Stock Transfer Act as to court order may be required.
Section 5. All certificates of shares of the corporation, when issued,
shall be signed by the President or a Vice-President and the Secretary or
Assistant Secretary, and be sealed with the seal of the corporation or a
facsimile thereof. Each certificated representing shares shall state upon the
face thereof:
(1) The name of the person to whom issued;
(2) The par value of each share represented by such certificate;
(3) That the corporation is organized under the laws of this state.
No certificate shall be issued for any share until the consideration
therefore fixed, as provided by law, has been fully paid.
Section 6. Subscriptions for shares shall be paid at such time or in
such installments and at such times as shall be determined by the Board of
Directors. In case of default in the payment of any installment or call when
such payment is due, the corporation may proceed to collect the amount due in
the same manner as any debt due the corporation. The Board of Directors shall
have the right to provide that failure to pay installments or calls shall work
a forfeiture of subscription and all amounts paid thereon. Provided, however,
no written demand has been made therefor.
ARTICLE III.
MEETINGS OF SHAREHOLDERS
Section 1. The regular meeting of the shareholders of this corporation
shall be held at the registered office of the corporation in Fort Worth, Texas,
at 10 o'clock A.M., on the 1st. day of June each year. Provided, however, that
should said date fall upon a legal holiday or Sunday, then the regular annual
meeting for that particular year shall be held on the next succeeding business
or secular day.
Section 2. Special meetings of the shareholders may be called by the
President, the Board of Directors or the holders of not less than one-third of
all of the shares entitled to vote at the meeting.
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Section 3. 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 nor more
than fifty days before the date of the meeting, either personally or by mail,
by or at the direction of the President, the Secretary or the officer or person
calling the meeting to each shareholder of record entitled to vote at such
meeting.
Section 4. Each meeting of the shareholders shall be presided over by
the President of the corporation, if present, in his absence the Vice-President
or in the absence of both the President and Vice-President shall be organized
by the election of a chairman and the Secretary or Assistant Secretary of the
corporation shall attend each meeting of the shareholders and act as Secretary
thereof. A Majority of the shares represented in person or by proxy shall
constitute a quorum. A less number, however, may adjourn any meeting (regular
or special) from time to time until a quorum can be obtained.
Section 5. All proxies shall be executed in writing by the shareholder
or by his duly authorized attorney-in-fact. No proxy shall be valid after
eleven months from date of its execution unless otherwise provided in the
proxy. All proxies shall be filed with the Secretary of the meeting before
being voted upon.
ARTICLE IV.
BOARD OF DIRECTORS
Section 1. The Directors of this corporation shall have the general
management of the business and affairs of the corporation.
Section 2. The corporation shall have until otherwise provided in the
by-laws of the corporation, not less than three nor more than five directors.
Section 3. A majority of the Directors qualified and acting shall
constitute a quorum.
Section 4. Each Director shall serve from his election for one year or
until his successor shall have been duly elected.
Section 5. Within a reasonable time after the election of each new
Board of Directors, such newly elected directors shall convene in meeting for
the purpose of election of officers, and for the purpose of such other business
as may be desired by those present at such meeting. For the purpose of electing
each officer, each director present shall be entitled to one vote. Such meeting
of the directors present shall be a general and regular meeting of the Board of
Directors and any business of the corporation may be transacted thereat.
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Section 6. The Board of Directors of this corporation may hold without
notice, special meetings at any time and at any place of unanimous consent. The
president of the corporation or a majority of the qualified and acting
directors may call a special meeting of the Board of Directors to be held at
any time and at any place. Notice of each of such special meetings so called
shall be given by the Secretary in either or by a combination of the following
methods, to-wit:
(a) Actual notice in person or by telephone to each director at least two
days in advance of the date set for meeting.
(b) Notice by mail or telegraph sent to each director in time in regular
course of business to each respective director at least two days prior to
the date set for such meeting. In case of written or telegraphic notices, the
same shall be sufficient if sent charges prepaid to the last address known to
the secretary as shown by the records of the corporation of each respective
director.
(c) Notice of any particular meeting may be given to a part of the
directors in one manner and to the remaining directors in a different manner.
The directors may waive notice.
Section 7. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining directors though
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.
Section 8. The president of the corporation shall act as Chairman of
all meetings of the Board of Directors and in his absence those present at any
meeting of the Board of Directors shall organize by the election of a Chairman
Pro Tem. The secretary or assistant secretary of the corporation shall attend
all meetings of the Board of Directors and act as Secretary thereof.
ARTICLE V.
OFFICERS AND THEIR DUTIES
Section 1. The officers of this corporation shall be a President,
Vice-President, a Secretary and a Treasurer. Any two or more officers may be
held by the same person except that the President and the Secretary shall not
be the same person.
Section 2. The term of office of each officer shall be one year from
his election, but each officer shall serve until his successor shall have been
duly elected.
Section 3. Each new Board of Directors, at its first meeting shall
choose and elect from its number the President. Each new Board of Directors, at
its first meeting shall choose and elect also the remaining officers of the
corporation for the ensuing year, but it shall not be necessary for any of the
latter officers to be members of the Board of Directors.
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Section 4. Each new officer of the corporation shall have all the
rights, powers, duties and privileges usually incident to this respective
office in an ordinary private corporation for profit.
ARTICLE VI
BOOKS, RECORDS, CHECKS AND DRAFTS
Section 1. The general books, records and share certificate books of
this corporation shall be kept at its registered office.
Section 2. Any person who shall have been a shareholder of record for
at least six months immediately preceding his demand, or shares of the
corporation, upon written demand, stating the purpose thereof, shall have the
right to examine, in person or by agent or attorney, at any time or times, for
proper purpose, the corporation books, records, minutes and record of
shareholders and shall be entitled to make extracts therefrom.
Section 3. All checks, drafts, notes, bonds or other negotiable
instruments or obligations of this corporation shall be endorsed, signed or
executed by the President, or in such manner as the Board of Directors may from
time to time provide.
ARTICLE VII
AMENDMENTS
These by-laws may be amended at any time and from time to time in the
manner and as authorized by the laws of the State of Texas.
TOMMY MOORE, INC.
ATTEST:
/s/ B. MOORE BY /s/ T. W. MOORE
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SECRETARY PRESIDENT
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UNANIMOUS WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
OF
TOMMY MOORE, INC.
The undersigned, being all of the members of the Board of Directors of
Tommy Moore, Inc., a Texas corporation (the "Corporation"), do hereby consent
to the adoption of the following resolution:
RESOLVED, that Article IV, Section 2 of the Corporation By-laws be amended
to read as follows:
"The Corporation shall have otherwise provided in the by-laws of the
Corporation, not less than two nor more than five directors."
Executed as of, but not necessarily on, the 27th day of May, 1980.
/s/ T. W. MOORE
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T. W. Moore
/s/ BETTY JO MOORE
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Betty Jo Moore