Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
CAPITAL SOUTHWEST CORPORATION
Exhibit 3.2
TABLE OF CONTENTS
AMENDED AND RESTATED BYLAWS
OF
CAPITAL SOUTHWEST CORPORATION
Page
ARTICLE I OFFICES....................................................1
1.01 Registered Office..........................................1
1.02 Other Offices..............................................1
ARTICLE II MEETINGS OF THE SHAREHOLDERS...............................1
2.01 Place of Meetings..........................................1
2.02 Annual Meeting.............................................1
2.03 Special Meetings...........................................1
2.04 Notice of Annual or Special Meeting........................1
2.05 Notice by Electronic Transmission..........................2
2.06 Business at Special Meeting................................2
2.07 Quorum of Shareholders.....................................2
2.08 Act of Shareholders' Meeting...............................3
2.09 Voting of Shares...........................................3
2.10 Proxies....................................................3
2.11 Voting List................................................4
2.12 Action by Written Consent Without a Meeting................4
2.13 Presence at Meeting........................................4
ARTICLE III BOARD OF DIRECTORS.........................................4
3.01 Powers.....................................................4
3.02 Number of Directors........................................5
3.03 Election and Term..........................................5
3.04 Vacancies..................................................5
3.05 Resignation and Removal....................................5
3.06 Compensation of Directors..................................5
3.07 Chairman of the Board......................................5
ARTICLE IV MEETINGS OF THE BOARD......................................6
4.01 First Meeting..............................................6
4.02 Regular Meetings...........................................6
4.03 Special Meetings...........................................6
4.04 Written Notice.............................................6
4.05 Notice by Electronic Transmission..........................6
4.06 Waiver of Notice...........................................6
4.07 Attendance as Waiver.......................................7
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Exhibit 3.2
4.08 Business at Regular or Special Meeting.....................7
4.09 Quorum of Directors........................................7
4.10 Interested Directors.......................................7
4.11 Act of Directors' Meeting..................................8
4.12 Action by Written Consent Without a Meeting................8
4.13 Presence at Meeting........................................8
ARTICLE V COMMITTEES.................................................8
5.01 Designation of Committees..................................8
5.02 Authority and Proceedings of Committees....................8
5.03 Employee Director..........................................8
5.04 Regular Meetings...........................................9
5.05 Special Meetings...........................................9
5.06 Quorum; Majority Vote......................................9
5.07 Minutes....................................................9
5.08 Compensation...............................................9
5.09 Responsibility.............................................9
ARTICLE VI MEETING BY USE OF CONFERENCE TELEPHONE
OR SIMILAR COMMUNICATIONS EQUIPMENT........................9
ARTICLE VII OFFICERS..................................................10
7.01 Executive Officers........................................10
7.02 Election and Qualification................................10
7.03 Compensation..............................................10
7.04 Term, Removal, and Vacancies..............................10
7.05 Chief Executive Officer...................................10
7.06 President.................................................10
7.07 Vice Presidents...........................................11
7.08 Secretary.................................................11
7.09 Assistant Secretary.......................................11
7.10 Treasurer.................................................11
7.11 Assistant Treasurer.......................................11
7.12 Officer's Bond............................................11
ARTICLE VIII CERTIFICATES FOR SHARES...................................12
8.01 Certificates Representing Shares..........................12
8.02 Restriction on Transfer of Shares.........................12
8.03 Voting and Shareholder Agreements.........................12
8.04 Transfer of Shares........................................13
8.05 Lost, Stolen or Destroyed Certificates....................13
8.06 Closing of Transfer Books and Record Date.................13
8.07 Registered Shareholders...................................14
ARTICLE IX GENERAL PROVISIONS........................................14
9.01 Dividends.................................................14
9.02 Reserves..................................................14
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Exhibit 3.2
9.03 Negotiable Instruments....................................14
9.04 Fiscal Year...............................................14
9.05 Seal......................................................14
9.06 Books and Records.........................................14
ARTICLE X AMENDMENTS................................................15
AMENDED AND RESTATED BYLAWS
OF
CAPITAL SOUTHWEST CORPORATION
ARTICLE I
OFFICES
1.01 Registered Office. The registered office, until changed by action of
the Board of Directors, shall be at 12900 Preston Road, Suite 700, City of
Dallas, County of Dallas, State of Texas.
1.02 Other Offices. The corporation also may 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 as the business of the corporation may require.
ARTICLE II
MEETINGS OF THE SHAREHOLDERS
2.01 Place of Meetings. Meetings of shareholders for the election of
directors or for any other proper purpose shall be held at such place within or
without the State of Texas as the Board of Directors may from time to time
designate. At the discretion of the Board of Directors, or as agreed to by all
persons entitled to notice of the meeting, meetings of shareholders may also be
held or shareholders may participate in meetings of shareholders by means of
remote communication authorized under the Texas Business Organizations Code as
stated in the notice of such meeting or a duly executed waiver of notice
thereof.
2.02 Annual Meeting. An annual meeting of shareholders shall be held at
such time and date as the Board of Directors may determine. At such meeting the
shareholders entitled to vote thereat shall elect a Board of Directors and may
transact such other business as may properly be brought before the meeting.
2.03 Special Meetings. Special meetings of shareholders may be called by
the Chairman of the Board of Directors, the President, the Board of Directors,
or the holders of at least 10% of all the shares entitled to vote at the
proposed special meeting. If not otherwise fixed in accordance with these
Bylaws, the record date for determining shareholders entitled to call a special
meeting is the date the first shareholder signs the notice of such meeting.
2.04 Notice of Annual or Special Meeting. Written or printed notice stating
the place, if any, day and hour of the meeting, the means of any remote
communications by which shareholders may be considered present and may vote at
the meeting and the means of accessing the remote communications system, and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called shall be delivered not less than 10 nor more than 60 days before the date
of the meeting, personally, by electronic transmission, or by mail, or by any
other method permitted by applicable law, by or at the direction of the
President, the Secretary, or the officer or person calling the meeting, to each
shareholder entitled to vote at such meeting except as otherwise provided in the
Texas Business Organizations Code. If the meeting is held by means of remote
communications, the notice of meeting shall include information on how to access
the list of shareholders entitled to vote at the meeting required by Section
2.11. 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 share transfer records of the corporation, with postage thereon
prepaid. Whenever any notice is required to be given to any shareholder under
the provisions of any law, the Articles of Incorporation, or these Bylaws, a
waiver thereof in writing signed by the person or persons entitled to such
notice, or a waiver by electronic transmission by the person or persons entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
2.05 Notice by Electronic Transmission. On consent of a shareholder, notice
from the corporation under any applicable law, the Articles of Incorporation, or
these Bylaws may be given to the shareholder by electronic transmission. The
shareholder may specify the form of electronic transmission to be used to
communicate notice. The shareholder may revoke this consent by written notice to
the corporation. The consent of a shareholder is considered revoked if the
corporation is unable to deliver by electronic transmission two consecutive
notices, and the secretary, assistant secretary or transfer agent of the
corporation, or another person responsible for delivering notice on behalf of
the corporation, knows that delivery of these two electronic transmissions was
unsuccessful. Inadvertent failure to treat the unsuccessful transmissions as a
revocation of the shareholder's consent does not affect the validity of a
meeting or other action. Notice by electronic transmission shall be deemed given
when the notice is: (1) transmitted to a facsimile number provided by the
shareholder for the purpose of receiving notice; (2) transmitted to an
electronic mail address provided by the shareholder for the purpose of receiving
notice; (3) posted on an electronic network and a message is sent to the
shareholder at the address provided by the shareholder for the purpose of
alerting the shareholder of a posting; or (4) communicated to the shareholder by
any other form of electronic transmission consented to by the shareholder.
2.06 Business at Special Meeting. The business transacted at any special
meeting of shareholders shall be limited to the purposes stated in the notice
thereof.
2.07 Quorum of Shareholders. Unless otherwise provided in the Articles of
Incorporation, the holders of a majority of the shares entitled to vote at a
meeting of shareholders, represented in person or by proxy, shall constitute a
quorum for any matter to be presented at that meeting. If, however, a quorum
shall not be present or represented at any meeting of the shareholders, unless
otherwise provided in the Articles of Incorporation, the holders of a majority
of the shares represented in person or by proxy at the meeting shall have the
power to adjourn the meeting until such time and to such place as they shall
determine, without notice other than announcement at the meeting. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the meeting as
originally notified. Unless otherwise provided in the Articles of Incorporation,
the shareholders present at a duly organized meeting may continue to transact
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business until adjournment, and the subsequent withdrawal of any shareholder or
the refusal of any shareholder to vote shall not affect the presence of a quorum
at the meeting.
2.08 Act of Shareholders' Meeting. With respect to any matter, other than
the election of directors, a vote on a "fundamental action" as defined in the
Texas Business Organizations Code (a "Fundamental Action"), a vote on a
"fundamental business transaction" as defined in the Texas Business Organization
Code (a "Fundamental Business Transaction"), or another matter for which the
affirmative vote of the holders of a specified portion of the shares entitled to
vote is required by law or the Articles of Incorporation, the affirmative vote
of the holders of a majority of the shares entitled to vote on, and that voted
for or against or expressly abstained with respect to, that matter at a meeting
of shareholders at which a quorum is present shall be the act of shareholders.
Unless otherwise provided in the Articles of Incorporation, directors shall be
elected by a plurality of the votes cast by the holders of shares entitled to
vote in the election of directors at a meeting of shareholders at which a quorum
is present. Unless otherwise provided in the Texas Business Organizations Code
or the Articles of Incorporation, the vote required for approval of a
Fundamental Action or a Fundamental Business Transaction by the shareholders is
the affirmative vote of the holders of at least two-thirds of the outstanding
shares entitled to vote on the Fundamental Action or Fundamental Business
Transaction.
2.09 Voting of Shares. Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent otherwise provided by law or the Articles of
Incorporation. At each election for directors, every shareholder entitled to
vote at such election shall have the right to vote the number of shares owned by
him for as many persons as there are directors to be elected and for whose
election he has the right to vote. Unless expressly permitted by the Articles of
Incorporation, no shareholder shall be entitled to cumulate his votes by giving
one candidate as many votes as the number of such directors to be elected
multiplied by the number of shares owned by such shareholder or by distributing
such votes on the same principle among any number of such candidates.
2.10 Proxies. At any meeting of the shareholders, each shareholder having
the right to vote shall be entitled to vote either in person or by proxy
executed in writing by the shareholder. A telegram, telex, cablegram, or other
form of electronic transmission, including telephone transmission, by the
shareholder, or a photographic, photostatic, facsimile, or similar reproduction
of a writing executed by the shareholder, shall be treated as an execution in
writing for purposes of this section. Any electronic transmission must contain
or be accompanied by information from which it can be determined that the
transmission was authorized by the shareholder. No proxy shall be valid after 11
months from the date of its execution unless otherwise provided in the proxy.
Each proxy shall be revocable unless the proxy form conspicuously states that
the proxy is irrevocable and the proxy is coupled with an interest. An
irrevocable proxy, if noted conspicuously on the certificate representing the
shares that are subject to the irrevocable proxy, shall be specifically
enforceable against the holder of those shares or any successor or transferee of
the holder. Unless noted conspicuously on the certificate representing the
shares that are subject to the irrevocable proxy, an irrevocable proxy, even
though otherwise enforceable, is ineffective against a transferee for value
without actual knowledge of the existence of the irrevocable proxy at the time
of the transfer or against any subsequent transferee (whether or not for value),
but such an irrevocable proxy shall be specifically enforceable against any
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other person who is not a transferee for value from and after the time that the
person acquires actual knowledge of the existence of the irrevocable proxy.
2.11 Voting List. The officer or agent having charge of the share transfer
records for shares of the corporation shall make, not later than the 11th day
before the date of 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 number and type of
shares held by each shareholder, which list, for a period of ten days prior to
such meeting, shall be kept on file at the registered office or principal
executive office of the corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list also 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 share transfer records shall be prima-facie evidence as to who are the
shareholders entitled to examine such list or transfer records or to vote at any
such meeting of shareholders. Instead of being kept on file, the list may be
kept on a reasonably accessible electronic network if the information required
to gain access to the list is provided with notice of the meeting. If the list
is made available on an electronic network, the corporation shall take
reasonable measures to ensure the information is available only to shareholders
of the corporation. If a meeting of shareholders is held by means of remote
communication, the list must be open to inspection by a shareholder during the
meeting on a reasonably accessible electronic network.
2.12 Action by Written Consent Without a Meeting. Any action required or
permitted to be taken at any annual or special meeting of the shareholders may
be taken without a meeting, without prior notice, and without a vote, if a
consent or consents in writing, setting forth the action so taken, is signed by
the holder or holders of all the shares entitled to vote with respect to the
action that is the subject of the consent or consents. A telegram, telex,
cablegram, or other electronic transmission by a shareholder consenting to an
action to be taken is considered to be written, signed, and dated for the
purposes of this section if the transmission sets forth or is delivered with
information from which the corporation can determine that the transmission was
transmitted by the shareholder and the date on which the shareholder transmitted
the transmission. Any photographic, photostatic, facsimile, or similarly
reliable reproduction of a consent in writing signed by a shareholder may be
substituted or used instead of the original writing for any purpose for which
the original writing could be used, if the reproduction is a complete
reproduction of the entire original writing.
2.13 Presence at Meeting. Participation in a meeting shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.
ARTICLE III
BOARD OF DIRECTORS
3.01 Powers. The powers of the corporation shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
4
managed under the direction of, the Board of Directors, which may exercise all
such powers of the corporation and do all such lawful acts and things as are not
by law, the Articles of Incorporation, or these Bylaws directed or required to
be exercised and done by the shareholders.
3.02 Number of Directors. The Board of Directors shall consist of one or
more directors. The initial Board of Directors shall be fixed by the Articles of
Incorporation; thereafter, the number of directors shall be determined by
resolution of the Board of Directors, but no decrease in the number of directors
shall have the effect of shortening the term of any incumbent director.
3.03 Election and Term. The directors, other than the initial Board of
Directors, shall be elected at each annual meeting of the shareholders, except
as provided in Section 3.04 of this Article, and each director elected shall
hold office until the next succeeding annual meeting and until his successor is
elected and qualified or until his death, resignation, or removal in accordance
with these Bylaws. Directors need not be residents of the State of Texas or
shareholders of the corporation.
3.04 Vacancies. Any vacancy occurring in the Board of Directors may be
filled by an election at an annual or special meeting of the shareholders called
for that purpose or 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. Any directorship to be filled by reason of an increase in
the number of directors may be filled by election at an annual or special
meeting of the shareholders called for that purpose or may be filled by the
Board of Directors for a term of office continuing only 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 during the period
between any two successive annual meetings of shareholders.
3.05 Resignation and Removal. Any director may resign at any time by giving
notice in writing or by electronic transmission to the corporation. At any
meeting of shareholders called expressly for the purpose of removing a director
or directors, any director or the entire Board of Directors may be removed, with
or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.
3.06 Compensation of Directors. As specifically prescribed from time to
time by resolution of the Board of Directors, the directors of the corporation
may be paid their expenses of attendance at each meeting of the Board and may be
paid a fixed sum for attendance at each meeting of the Board or a stated salary
in their capacity as directors. This provision shall not preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for service on any such committee.
3.07 Chairman of the Board. The Board of Directors, at its first meeting
after each annual meeting of shareholders, may elect one of its members Chairman
of the Board. Subject to the authority of the Board of Directors, the Chairman
of the Board shall preside at all meetings of the Board of Directors and shall
have such other powers and duties as usually pertain to such position or as may
be delegated by the Board of Directors.
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ARTICLE IV
MEETINGS OF THE BOARD
4.01 First Meeting. The first meeting of each newly elected Board of
Directors shall be held without notice immediately following the shareholders'
annual meeting at which such directors were elected, at the same place as such
shareholders' meeting or at such other time and place either within or without
the State of Texas as shall be designated by the Secretary upon the written
request of a majority of the directors then elected.
4.02 Regular Meetings. Regular meetings of the Board of Directors may be
held with or without notice at such time and at such place either within or
without the State of Texas as from time to time shall be prescribed by
resolution of the Board of Directors.
4.03 Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors or the President, and shall be
called by the Chairman of the Board of Directors, the President, or the
Secretary on the written request of two directors. Notice of special meetings of
the Board of Directors, either in writing or by electronic transmission, shall
be given to each director at least 24 hours prior to the time of the meeting.
4.04 Written Notice. Whenever any notice is required to be given to any
director under the provisions of any law, the Articles of Incorporation, or
these Bylaws, and the director has not consented to notice by electronic
transmission, it shall be given in writing and delivered personally or mailed,
or delivered by any other method permitted under applicable law, to such
director at such address as appears on the records of the corporation, and, if
mailed, such notice shall be deemed to be delivered at the time when the same
shall be deposited in the United States mail with sufficient postage thereon
prepaid.
4.05 Notice by Electronic Transmission. On consent of a director, notice of
the date, time, place, or purpose of a regular or special meeting of the Board
of Directors may be given to the director by electronic transmission. The
director may specify the form of electronic transmission to be used to
communicate notice. Notice by electronic transmission shall be deemed given when
the notice is: (1) transmitted to a facsimile number provided by the director
for the purpose of receiving notice; (2) transmitted to an electronic mail
address provided by the director for the purpose of receiving notice; (3) posted
on an electronic network and a message is sent to the director at the address
provided by the director for the purpose of alerting the director of a posting;
or (4) communicated to the director by any other form of electronic transmission
consented to by the director. The director may revoke this consent by written
notice to the corporation. The director's consent under this Section is
considered revoked if the corporation is unable to deliver by electronic
transmission two consecutive notices, and the secretary, assistant secretary, or
transfer agent of the corporation, or another person responsible for delivering
notice on behalf of the corporation, knows that delivery of those two electronic
transmissions was unsuccessful. Inadvertent failure to treat the unsuccessful
transmissions as a revocation of the director's consent does not affect the
validity of a meeting or other action.
4.06 Waiver of Notice. Whenever any notice is required to be given to any
director under the provisions of any law, the Articles of Incorporation, or
these Bylaws, a waiver thereof in writing signed by the director or directors
6
entitled to such notice, or a waiver by electronic transmission by the director
or directors entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
4.07 Attendance as Waiver. Attendance of a director at a meeting of the
Board of Directors or a committee thereof shall constitute a waiver of notice of
such meeting, except when a director attends a meeting for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.
4.08 Business at Regular or Special Meeting. 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, whether in
writing or by electronic transmission, of such meeting.
4.09 Quorum of Directors. A majority of the Board of Directors shall
constitute a quorum for the transaction of business. If a quorum shall not be
participating at any meeting of the Board of Directors, the directors
participating thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be participating.
4.10 Interested Directors. An otherwise valid contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation or other entity in which one or more
of its directors or officers are directors, officers or other managerial
officials or have a financial interest, shall be valid notwithstanding that the
director or officer is present at or participates in the meeting of the Board of
Directors or committee thereof that authorizes the contract or transaction, and
notwithstanding whether his or their votes are counted for such purpose, if:
(a) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed to or are known by the Board of
Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors or committee members, even though
the disinterested directors be less than a quorum; or
(b) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed to or are known by the shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the shareholders; or
(c) The contract or transaction is fair as to the corporation as of the time it
is authorized, approved, or ratified by the Board of Directors, a committee
thereof, or the shareholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee that authorizes
the contract or transaction.
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4.11 Act of Directors' Meeting. The act of a 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 the Articles of
Incorporation, by these Bylaws or by law.
4.12 Action by Written Consent Without a Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof 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 or
committee, as the case may be. A telegram, telex, cablegram, or other electronic
transmission by a director is considered written, signed, and dated for the
purposes of this section if the transmission sets forth or is delivered with
information from which the corporation can determine that the transmission was
transmitted by the director and the date on which the director transmitted the
transmission. Such consent shall be filed with the minutes of the proceedings of
the Board of Directors or committee, as the case may be. Such consent shall have
the same force and effect as a unanimous vote at a meeting.
4.13 Presence at Meeting. Participation in a meeting shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.
ARTICLE V
COMMITTEES
5.01 Designation of Committees. The Board of Directors, by resolution, may
designate from among its members one or more committees; provided, however, the
Board of Directors shall establish all committees required by the Securities and
Exchange Commission or the principal securities exchange on which the
corporation's securities are listed for trading. No director who is employed by
the corporation may serve on the audit, nominating or compensation committees.
Each committee shall be comprised of one or more directors, and the Board 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. The Board of
Directors may remove a member of a committee appointed by the Board if the Board
determines the removal is in the best interests of the corporation. The removal
shall be without prejudice to any contract rights of the person removed.
Appointment of a committee member shall not of itself create contract rights.
5.02 Authority and Proceedings of Committees. Any such committee, to the
extent provided in the resolution of the Board of Directors, shall have and may
exercise all of the authority of the Board of Directors, subject to the
limitations imposed by applicable law. Each committee shall keep regular minutes
of its proceedings and report the same to the Board of Directors when required.
To the extent applicable, the provisions of Article IV of these Bylaws governing
the meetings of the Board of Directors shall likewise govern the meetings of any
committee thereof.
5.03 Employee Director. No director who is also employed by the corporation
shall serve on any audit, nominating or compensation committee.
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5.04 Regular Meetings. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof.
5.05 Special Meetings. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least two days before such special meeting. Neither the business to be
transacted at, nor the purpose of, any special meeting of any committee need be
specified in the notice or waiver of notice of any special meeting.
5.06 Quorum; Majority Vote. At meetings of any committee, a majority of the
number of members designated by the Board of Directors shall constitute a quorum
for the transaction of business. If a quorum is not present at a meeting of any
committee, a majority of the members present may adjourn the meeting from time
to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the Articles of Incorporation, or
these Bylaws. If any committee shall consist of two members, the presence of
both directors shall be necessary to constitute a quorum, and the consent of
both members shall be necessary to approve any action.
5.07 Minutes. Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the Board of Directors upon the request of
the Board of Directors. The minutes of the proceedings of each committee shall
be delivered to the Secretary of the Corporation for placement in the minute
books of the corporation.
5.08 Compensation. Committee members may, by resolution of the Board of
Directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.
5.09 Responsibility. The designation of any committee and the delegation of
authority to it shall not operate to relieve the Board of Directors or any
director of any responsibility imposed upon it or such director by law.
ARTICLE VI
MEETING BY USE OF CONFERENCE TELEPHONE
OR SIMILAR COMMUNICATIONS EQUIPMENT
The shareholders, members of the Board of Directors, or members of any
committee designated by the Board of Directors may participate in and hold a
meeting of such shareholders, Board of Directors, or committee by means of
conference telephone or similar communications equipment or another suitable
electronic communications system, including videoconferencing technology or the
Internet, or any combination if the telephone or other equipment or system
permits each person participating in the meeting to communicate with all other
persons participating in the meeting and, if voting is to take place at the
meeting, to vote. If voting is to take place at the meeting, the corporation
must implement reasonable measures to verify that each person voting at the
9
meeting by means of remote communications is sufficiently identified and
entitled to vote and must keep a record of any vote or other action taken.
ARTICLE VII
OFFICERS
7.01 Executive Officers. The officers of the corporation shall consist of a
President and a Secretary, and may also include one or more Vice Presidents, a
Treasurer, and such other officers as are provided for in this Article. Each
officer of the corporation shall be elected by the Board of Directors as
provided in Section 7.02 of this Article. Any two or more offices may be held by
the same person.
7.02 Election and Qualification. The Board of Directors, at its first
meeting after each annual meeting of shareholders, shall elect a President and a
Secretary. The Board of Directors also may elect one or more Vice Presidents, a
Treasurer, and such other officers, including assistant officers and agents, as
may be deemed necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.
7.03 Compensation. The compensation of all officers and agents of the
corporation shall be determined by or determined in a manner specified by the
Board of Directors.
7.04 Term, Removal, and Vacancies. Each officer of the corporation shall
hold office until his successor is chosen and qualified or until his death,
resignation, or removal. Any officer may resign at any time upon giving written
notice to the corporation, but such resignation shall be without prejudice to
the contract rights, if any, of the corporation. Any officer or agent may be
removed by the Board of Directors for or without cause 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 shall not of itself create
contract rights. Any vacancy occurring in any office of the corporation by
death, resignation, removal, or otherwise shall be filled by the Board of
Directors.
7.05 Chief Executive Officer. Unless the Board of Directors designates
otherwise, the President shall be the chief executive officer of the
corporation. The Chief Executive Officer shall preside at all meetings of the
shareholders. The Chief Executive Officer shall have such other powers and
duties as usually pertain to such office or as may be delegated by the Board of
Directors.
7.06 President. Unless the Board of Directors shall otherwise delegate such
duties, the President shall have general powers of oversight, supervision, and
management of the business and affairs of the corporation, and shall see that
all orders and resolutions of the Board of Directors are carried into effect.
The President shall have such powers and duties as usually pertain to such
office, except as the same may be modified by the Board of Directors. He shall
execute bonds, mortgages, instruments, contracts, agreements, and other
documentation, except when the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
corporation.
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7.07 Vice Presidents. Unless otherwise determined by the Board of
Directors, the Vice Presidents in order of their seniority as such seniority may
from time to time be designated by the Board of Directors, shall perform the
duties and exercise the powers of the President in absence or disability of the
President. They shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.
7.08 Secretary. The Secretary shall attend all meetings of the Board of
Directors and of the shareholders, record all the proceedings of the meetings of
the Board of Directors and of the shareholders in a book to be kept for that
purpose, and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors as may be prescribed
by the Board of Directors or the President. He shall keep in safe custody the
seal of the corporation, and, when authorized by the Board of Directors, affix
the same to any instrument requiring it. When so affixed, such seal shall be
attested by his signature or by the signature of the Treasurer or an Assistant
Secretary. He shall perform all duties incident to the office of the Secretary
and such other duties as may from time to time be assigned to him by the Board
of Directors.
7.09 Assistant Secretary. An Assistant Secretary, unless otherwise
determined by the Board of Directors, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary. An
Assistant Secretary shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.
7.10 Treasurer. The Treasurer shall have the custody of the corporate funds
and securities, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as Treasurer,
and of the financial condition of the corporation. The Treasurer shall perform
all the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the Board of Directors.
7.11 Assistant Treasurer. An Assistant Treasurer, unless otherwise
determined by the Board of Directors, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer. An
Assistant Treasurer shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.
7.12 Officer's Bond. If required by the Board of Directors, any officer so
required shall give the corporation a bond (which shall be renewed as the Board
of Directors may require) in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement, or removal from office, of any and all books,
papers, vouchers, money, and other property of whatever kind in his possession
or under his control belonging to the corporation.
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ARTICLE VIII
CERTIFICATES FOR SHARES
8.01 Certificates Representing Shares. The corporation shall deliver
certificates representing shares to which shareholders are entitled, provided
that the Board of Directors may provide by resolution that some or all of any
class or series of the corporation's stock may be uncertificated shares. Any
such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the corporation (or the transfer agent or
registrar, as the case may be). Notwithstanding the adoption of such resolution
by the Board of Directors, every holder of stock represented by certificates
and, upon request, a holder of uncertificated shares shall be entitled to have a
certificate signed in the name of the corporation by the Chairman of the Board,
if any, or the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the
number of shares and the class or series of shares of the corporation owned by
the stockholder. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if such
person were an officer, transfer agent or registrar at the date of issue. If a
holder of uncertificated shares elects to receive a certificate for shares of
the corporation's stock, the corporation (or the transfer agent or registrar, as
the case may be) shall (to the extent permitted under applicable law and rules,
regulations and listing requirements of any stock exchange or stock market on
which the corporation's shares are listed or traded), cease providing annual
statements indicating such holder's holdings of shares in the corporation.. Such
certificates shall be numbered and shall be entered in the books of the
corporation as they are issued, and shall be signed by the President or any Vice
President and the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate 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
issuance. Each certificate representing shares issued by the corporation shall
conspicuously set forth such provisions as are required by applicable law. Each
certificate representing shares shall state upon the face thereof that the
corporation is organized under the laws of the State of Texas, the name of the
person to whom issued, the number and class of shares and the designation of the
series, if any, that such certificate represents and the par value of each share
represented by such certificate or a statement that the shares are without par
value. No certificate shall be issued for any share until the full amount of the
consideration therefor, fixed as provided by law, has been paid or delivered.
8.02 Restriction on Transfer of Shares. Any restriction on the transfer, or
registration of the transfer, of shares shall be noted conspicuously on each
certificate representing shares that are subject to the restriction in
accordance with applicable law.
8.03 Voting and Shareholder Agreements. Any voting or shareholder agreement
shall be noted conspicuously on each certificate representing the shares that
are subject to the agreement in accordance with applicable law.
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8.04 Transfer of Shares. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books.
8.05 Lost, Stolen or Destroyed Certificates. The Board of Directors, or
such officer or officers of the corporation as the Board of Directors may from
time to time designate, may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen, or destroyed upon the making of
an affidavit of that fact by the person claiming the certificate or certificates
of stock to be lost, stolen, or destroyed. When authorizing the issuance of a
new certificate or certificates, the Board of Directors, or such officer or
officers, in its or his discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it or he shall require or to give the corporation a bond in such form, in
such sum, and with such surety or sureties as it or he may direct as indemnity
against any claim that may be made against the corporation on account of the
certificate or certificates alleged to have been lost, stolen, or destroyed or
the issuance of the new certificate or certificates.
8.06 Closing of Transfer Books and 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 entitled to receive a distribution
by the corporation (other than a distribution involving a purchase or redemption
by the corporation of any of its own shares) (a "Distribution") or a share
dividend, or in order to make a determination of shareholders for any other
proper purpose (other than determining shareholders entitled to consent to
action taken by shareholders that is proposed to be taken without a meeting of
shareholders), the Board of Directors may provide that the share transfer
records shall be closed for a stated period but not to exceed, in any case, 60
days. If the share transfer records shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such records shall be closed for at least 10 days immediately
preceding such meeting. In lieu of closing the share transfer records, 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 to be not more than 60 days
and, in case of a meeting of shareholders, not less than 10 days, prior to the
date on which the particular action requiring such determination of shareholders
is to be taken. If the share transfer records 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 a Distribution
or a share dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
Distribution or share dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section 9.06, such determination shall apply to any adjournment
thereof, except when the determination has been made through the closing of the
share transfer records and the stated period of closing has expired. Unless a
record date shall have previously been fixed or determined pursuant to this
Section 9.06, whenever action by shareholders is proposed to be taken by consent
in writing without a meeting of shareholders, the Board of Directors may fix a
record date for the purpose of determining shareholders entitled to consent to
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that action, which record date shall not precede, and shall not be more than ten
days after, the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors and the prior action of the Board of Directors is not required by law,
the record date for determining shareholders entitled to consent to action in
writing without a meeting shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation. If no record date shall have been fixed by the Board of
Directors and prior action of the Board of Directors is required by law, the
record date for determining shareholders entitled to consent to action in
writing without a meeting shall be at the close of business on the date on which
the Board of Directors adopts a resolution taking such prior action.
8.07 Registered Shareholders. 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 or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.
ARTICLE IX
GENERAL PROVISIONS
9.01 Dividends. The Board of Directors from time to time may authorize and
declare, and the corporation may pay, dividends or other distributions on its
outstanding shares in cash, property, or its own shares pursuant to law and
subject to the provisions of the Articles of Incorporation and these Bylaws.
9.02 Reserves. The Board of Directors may by resolution create a reserve or
reserves out of surplus for any proper purpose or purposes, and may abolish any
such reserve in the same manner.
9.03 Negotiable Instruments. All bills, notes, checks, or other instruments
for the payment of money shall be signed or countersigned by such officer or
officers or such other person or persons and in such manner as are permitted by
these Bylaws or in such manner as the Board of Directors from time to time may
designate.
9.04 Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
9.05 Seal. The corporation may have a corporate seal and, if the Board of
Directors adopts a corporate seal, the corporate seal shall have inscribed
thereon the name of the corporation and may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.
9.06 Books and Records. The corporation shall keep books and records of
account and shall keep minutes of the proceedings of the shareholders, the Board
of Directors, and each committee of the Board of Directors. The corporation
shall keep at its registered office or principal place of business, or at the
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office of its transfer agent or registrar, a record of the original issuance of
shares issued by the corporation and a record of each transfer of those shares
that have been presented to the corporation for registration of transfer. Such
records shall contain the names and addresses of all past and current
shareholders of the corporation and the number and class or series of shares
issued by the corporation held by each of them. Any books, records, minutes, and
share transfer records may be in written form or in any other form capable of
being converted into written paper form within a reasonable time.
ARTICLE X
AMENDMENTS
These Bylaws may be amended or repealed or new Bylaws may be adopted by the
Board of Directors at any regular or special meeting of the Board, unless the
Articles of Incorporation or applicable law reserves the power exclusively to
the shareholders in whole or part or the shareholders in amending, repealing or
adopting a particular bylaw expressly provide that the Board may not amend or
repeal that bylaw. In addition, unless the Articles of Incorporation or a Bylaw
adopted by the shareholders provides otherwise as to all or a part of the
corporation's Bylaws, the shareholders may amend or repeal the corporation's
Bylaws.
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CERTIFICATE OF SECRETARY
The undersigned does hereby certify that (i) she is the duly elected and
qualified Secretary of Capital Southwest Corporation, a Texas corporation and
(ii) the foregoing is a true and correct copy of the Bylaws of the corporation
as of April __, 2007.
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_________________________, Secretary
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