Exhibit 3.19(b)
BYLAWS
OF
L.J. MELODY & COMPANY
ARTICLE I.
CAPITAL STOCK
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Section 1. Certificates Representing Shares. The Corporation shall
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deliver certificates representing all shares to which shareholders are entitled.
Such certificates shall be signed by the President or a Vice President and
either the Secretary or any Assistant Secretary, and shall bear the seal of the
Corporation or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles, if the certificate is countersigned by a transfer
agent or registered by a registrar, either of which is other than the
Corporation itself or an employee of the Corporation. 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.
Section 2. Shareholders of Record. The Board of Directors of the
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Corporation may appoint one or more transfer agents or registrars of any class
of stock of the Corporation. Unless and until such appointment is made, the
Secretary of the Corporation shall maintain among other records a stock
certificate book, the stubs in which shall set forth the names and addresses of
the holders of all issued shares of the Corporation, the number of shares held
by each, the certificate numbers representing such shares, the date of issue of
the certificates representing such shares, and whether or not such shares
originate from original issues or from transfer. The names and addresses of
shareholders as they appear on the stock certificate book shall be the official
list of shareholders of record of the Corporation for all purposes. The
Corporation shall be entitled to treat the holder of record of any shares of the
Corporation as the owner thereof for all purposes, and shall not be bound to
recognize any equitable or other claim to, or interest in, such shares or any
rights deriving from such shares on the part of any other person, including (but
without limitation) a purchaser, assignee or transferee, unless and until such
other person becomes the holder of record of such shares, whether or not the
Corporation shall have either actual or constructive notice of the interest of
such other person.
Section 3. Transfer of Shares. The shares of the Corporation shall be
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transferable on the stock certificate books of the Corporation by the holder of
record thereof, or his duly authorized attorney or legal representative, upon
endorsement and surrender for cancellation of the certificates for such shares.
All certificates surrendered for transfer shall be cancelled, and no new
certificate shall be issued until a former certificate or certificates for a
like number of shares shall have been surrendered and cancelled, except that in
the case of a lost, destroyed or mutilated certificate, a new certificate may be
issued therefor upon such conditions for the protection of the Corporation and
any transfer agent or registrar as the Board of Directors or the Secretary may
prescribe.
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ARTICLE II.
MEETINGS OF SHAREHOLDERS
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Section 1. Place of Meetings. All meetings of shareholders shall be
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held at the registered office of the Corporation, in the City of Houston, Texas,
or at such other place within or without the State of Texas as may be designated
by the Board of Directors or officer calling the meeting.
Section 2. Annual Meeting. Commencing with the year 1979 annual
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meetings of the shareholders shall be held on the first Tuesday in March of each
year at such hour as may be designated in the notice of the meeting, if such day
is not a legal holiday, and if a holiday, then on the first following day that
is not a legal holiday. Failure to hold the annual meeting at the designated
time shall not work a dissolution of the Corporation.
Section 3. Special Meetings. Special meetings of the shareholders may
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be called by the President or the Board of Directors. Special meetings of
shareholders may be called by the Secretary upon the written, request of the
holders of shares entitled to not less than ten per cent of all the votes
entitled to be cast at such meeting. Such request shall state the purpose or
purposes of such meeting and the matters proposed to be acted on thereat.
Section 4. Notice of Meeting. Written notice of all meetings stating
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the place, day and hour of the meeting and in the 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 meeting to the shareholders of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail addressed to the
shareholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
Section 5. Closing of Transfer Books and Fixing Record Date. The
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Board of Directors may fix, in advance, a date as the record date for the
purpose of determining shareholders entitled to notice of, or to vote at, any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend or the allotment of any rights, or in order to make a determination of
shareholders for any other proper purpose. Such date, in any case, shall be not
more than fifty days, and in case of a meeting of shareholders not less than ten
days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken. In lieu of fixing a record date,
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, twenty days. If the stock
transfer books are 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 days immediately preceding such meeting.
Section 6. Voting List. The officer or agent having charge of the
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stock transfer books of the Corporation shall make, at least ten days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten days prior to such meeting, shall be kept on file at the
registered office of the Corporation and shall be subject to inspection by any
shareholder at any time during usual
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business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original stock transfer books shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders. Failure to
comply with any requirements of this Section 6 shall not affect the validity of
any action taken at such meeting.
Section 7. Voting at Meetings. Any holder of shares of the
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Corporation entitled to vote shall be entitled to one vote for each such share,
either in person or by proxy executed in writing by him or by his duly
authorized attorney in fact. No proxy shall be valid after eleven months from
the date of its execution unless otherwise provided in the proxy. Each proxy
shall be revocable unless expressly provided therein to be irrevocable and
unless otherwise made irrevocable by law.
Section 8. Quorum of Shareholders. The holders of a majority or
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shares entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders, but, if a quorum is not represented, a
majority in interest of those represented may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified. The vote of the holders
of a majority of the shares entitled to vote and thus represented at a meeting
at which a quorum is present shall be the act of the shareholders' meeting,
unless the vote of a greater number is required by law, the Articles of
Incorporation or these bylaws.
Section 9. Officers. The President shall preside at, and the
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Secretary shall keep the records of, each meeting of shareholders. In the
absence of either such officer, his duties shall be performed by another officer
of the Corporation appointed at the meeting.
ARTICLE III.
DIRECTORS
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Section 1. Number and Tenure. The affairs of the Corporation shall be
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managed by a Board of Directors consisting of three (3) members. Unless sooner
removed in accordance with these bylaws, members of the Board of Directors shall
hold office until the next annual meeting of shareholders and until their
successors shall have been elected and qualified.
Section 2. Qualifications. Directors need not be shareholders of the
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Corporation.
Section 3. Vacancies. Any vacancy occurring in the Board of Directors
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may be filled by the affirmative vote of a majority of the remaining directors,
though less than a quorum of the entire Board; provided, however, that any
directorship to be filled by reason of an increase in the number of directors
shall be filled by election at an annual meeting or a special meeting of
shareholders called for that purpose. A director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office.
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Section 4. Place of Meeting. Meetings of the Board of Directors may
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be held either within or without the State of Texas, at whatever place is
specified by the officer calling the meeting. In the absence of specific
designation, the meetings shall be held at the office of the Corporation in the
City of Houston, Texas.
Section 5. Regular Meetings. The Board of Directors shall meet each
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year immediately following the annual meeting of the shareholders, at the place
of such meeting, for the transaction of such business as may properly be brought
before it. No notice of annual meetings need be given to either old or new
members of the Board of Directors. Regular meetings may be held at such other
times as shall be designated by the Board of Directors.
Section 6. Special Meetings. Special meetings of the Board of
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`Directors may be held at any time upon the call of the President, or any two
directors of the Corporation. Notice shall be sent by mail or telegram to the
last known address of each director at least four days before the meeting. Oral
notice may be substituted for such written notice if given not later than one
day before the meeting. Notice of the time, place and purpose of such meeting
may be waived in writing before or after such meeting, and shall be equivalent
to the giving of notice. Attendance of a director at such meeting shall also
constitute a waiver of notice thereof, except where he attends for the announced
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened. Except as otherwise herein provided,
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.
Section 7. Quorum. A majority of the number of directors fixed by
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these bylaws as from time to time amended shall constitute a quorum for the
transaction of business, but a smaller number may adjourn from time to time
until they can secure the attendance of a quorum. The act of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors. Any regular or special directors' meeting may be
adjourned from time to time by those present, whether a quorum is present or
not.
Section 8. Compensation. Directors as such shall not receive any
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stated salary for their services, but by resolution of the Board a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board; provided, that nothing contained herein shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 9. Removal. Any director may be removed, either for or
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without cause, at any special meeting of shareholders by the affirmative vote of
a majority of the outstanding shares entitled to vote at elections of directors.
The notice calling such meeting shall give notice of the intention to act upon
such matter, and if the notice so provides, the vacancy caused by such removal
may be filled at such meeting by vote of a majority of the shares represented at
such meeting and entitled to vote for the election of directors.
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ARTICLE IV.
OFFICERS
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Section 1. Officers. The officers of the Corporation shall be elected
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by the Board of Directors, and shall consist of a President, a Vice President or
Vice Presidents, a Secretary, a Treasurer, and such Assistant Secretaries and
Assistant Treasurers as the Board of Directors may from time to time designate,
all of whom shall hold office until their successors are elected and qualified.
Two or more offices, except the offices of President and Secretary, may be held
by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is required by law, the
charter or these bylaws to be executed, acknowledged or verified by two or more
officers.
The salaries of the officers shall be determined by the Board of
Directors, and may be altered by the Board from time to time except as otherwise
provided by contract. All officers shall be entitled to be paid or reimbursed
for all costs and expenditures incurred in the Corporation's business.
Section 2. Vacancies. Whenever any vacancies shall occur in any
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office by death, resignation, increase in the number of officers of the
Corporation, or otherwise, the same shall be filled by the Board of Directors,
and the officer so elected shall hold office until his successor is chosen and
qualified.
Section 3. Removal. Any officer or agent elected or appointed by the
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Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights.
Section 4. President. The President shall be the principal executive
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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 preside at all meetings of the shareholders
and of the Board of Directors. He may sign, with the Secretary or any other
proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed and executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 5. Vice President. Any Vice President may perform the usual
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and customary duties that pertain to such office (but no unusual or
extraordinary duties or powers conferred by the Board of Directors upon the
President) and, under the direction and subject to the control of the Board of
Directors, such other duties as may be assigned to him.
Section 6. Secretary. It shall be the duty of the Secretary to attend
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all meetings of the shareholders and Board of Directors and record correctly the
proceedings had at such
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meetings in a book suitable for that purpose. It shall also be the duty of the
Secretary to attest with his signature and the seal of the Corporation all stock
certificates issued by the Corporation and to keep a stock ledger in which shall
be correctly recorded all transactions pertaining to the capital stock of the
Corporation. He shall also attest with his signature and the seal of the
Corporation all deeds, conveyances or other instruments requiring the seal of
the Corporation. The person holding the office of Secretary shall also perform,
under the direction and subject to the control of the Board of Directors, such
other duties as may be assigned to him. The duties of the Secretary may also be
performed by any Assistant Secretary.
Section 7. Treasurer. The Treasurer shall keep such moneys of the
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Corporation as may be entrusted to his keeping and account for the same. He
shall be prepared at all times to give information as to the condition of the
Corporation and shall make a detailed annual report of the entire business and
financial condition of the Corporation. The person holding the office of
Treasurer shall also perform, under the direction and subject to the control of
the Board of Directors, such other duties as may be assigned to him. The duties
of the Treasurer may also be performed by any Assistant Treasurer.
Section 8. Delegation of Authority. In the case of any absence of any
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officer of the Corporation or for any other reason that the Board may deem
sufficient, the Board of Directors may delegate some or all of the powers or
duties of such officer to any other officer or to any director, employee,
shareholder or agent for whatever period of time seems desirable, providing that
a majority of the entire Board concurs therein.
ARTICLE V.
MISCELLANEOUS PROVISIONS
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Section 1. Indemnification of officers and Directors. Each person who
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shall have served as a Director or officer of this Corporation, or at its
request as director or officer of another corporation in which it now owns or
may hereafter own shares of capital stock or of which it now is or may hereafter
be a creditor, shall be indemnified by the Corporation against expenses and
costs (including attorneys' fees) actually and necessarily incurred by him in
connection with any claim asserted against him, by action in court or otherwise,
by reason of being or having been such director or officer, except when in any
court proceeding he shall have been adjudged guilty of negligence or misconduct
in respect of the matter in which indemnity is sought; provided, however, that
the foregoing right of indemnification shall not be exclusive of other rights to
which he may be entitled by law.
Section 2. Amendments. These bylaws may be altered or repealed at any
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regular meeting of the shareholders or at any special meeting of the
shareholders at which a quorum is present or represented, provided notice of the
proposed alteration or repeal be contained in the notice of such special
meeting, by the affirmative vote of a majority of the shares entitled to vote at
such meeting and present or represented thereat, or by the affirmative vote of a
majority of the Board of Directors at any regular meeting of the Board or at any
special meeting of the Board if notice of the proposed alteration or repeal be
contained in the notice of such special meeting except that the directors shall
not alter, amend or repeal any bylaw adopted by the shareholders or enact any
bylaw in conflict with a bylaw adopted by the shareholders; provided, however,
that
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no change of the time or place of the meeting for the election of directors
shall be made within sixty (60) days next before the day on which such meeting
is to be held, and that in case of any change of said time or place, notice
thereof shall be given to each shareholder in person or by letter mailed to his
last known post office address at least twenty (20) days before the meeting is
held.
Section 3. Waiver. Whenever, under the provisions of any law, the
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Articles of Incorporation or amendments thereto, or these bylaws, any notice is
required to be given to any shareholder, director or committee member, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice.
Section 4. Conference Telephone Meetings. Meetings of shareholders,
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directors or any committee, may be held by means of conference telephone or
similar communications equipment so long as all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this Section
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.
Section 5. Offices. The principal office of the Corporation shall be
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located in Houston, Texas unless and until changed by resolution of the Board of
Directors. The Corporation may also have offices at such other places as the
Board of Directors may from time to time designate, or as the business of the
Corporation may require.
Section 6. Resignations. Any director or officer may resign at any
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time. Such resignations shall be made in writing and shall take effect at the
time specified therein, or, if no time be specified, at the time of its receipt
by the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
Section 7. Seal. The seal of the Corporation shall be circular in
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form with a five pointed star in the center and the name of the Corporation
around the margin thereof.
Section 8. Fiscal Year. The fiscal year of the Corporation shall end
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at the close of business on the 31st day of December in each year.