1
THE STATE OF TEXAS
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
TRINITY WORKS, INC.
CHARTER NUMBER: 1321298-00
The undersigned, as Secretary of State of Texas, hereby certifies that the
attached Articles of Incorporation for the above named corporation have been
received in this office and are found to confirm to law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the
authority vested in the Secretary by law, hereby issues this Certificate of
Incorporation.
Issuance of this Certificate of Incorporation does not authorize the use of a
corporate name in this state in violation of the rights of another under the
federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or
Professional Name Act, or the common law.
Dated: August 1, 1994
Effective: August 1, 1994
Secretary of State
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ARTICLES OF INCORPORATION
OF
TRINITY WORKS, INC.
ARTICLE ONE
The name of the corporation is Trinity Works, Inc.
ARTICLE TWO
The period of duration of the corporation is perpetual.
ARTICLE THREE
The purpose for which the corporation is organized is the transaction of
any and all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act (the "TBCA").
ARTICLE FOUR
The aggregate number of shares which the corporation shall have authority
to issue is one hundred thousand (100,000) shares of common stock, par value
$.01 per share.
ARTICLE FIVE
The corporation will not commence business until it has received
consideration of the value of one thousand dollars ($1,000.00) for the issuance
of its shares, consisting of money, labor done or property actually received.
ARTICLE SIX
No shareholder or other person shall have any preemptive right whatsoever
to acquire additional, unissued or treasury shares of the corporation, or
securities of the corporation convertible into or carrying a right to subscribe
to or acquire shares, or any other securities or property whatsoever.
ARTICLE SEVEN
Cumulative voting shall not be permitted.
ARTICLE EIGHT
The street address of the initial registered office of the corporation and
the name of its initial registered agent are:
Registered Agent Registered Office
Mark Ballad Castleman 6000 Shepherd Mountain Cove
Suite 221
Austin, Texas 78730
ARTICLE NINE
The number of directors of the corporation shall be fixed as determined by
the Bylaws, and the number of directors constituting the initial board of
directors shall be three (3).
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The name and address of the people who are to serve as directors until the first
annual meeting of the shareholders or until their successors are duly elected
and qualified are:
Name Address
Mark Ballad Castleman 6000 Shepherd Mountain Cove
Suite 221
Austin, Texas 78730
Michael S. Castleman, Jr 12415 Cobblestone
Houston, Texas 77024
Kent S. Bradshaw 12307 Queensbury
Houston, Texas 77024
ARTICLE TEN
The name and address of the sole incorporator is:
Name Address
Geoffrey A. Long Bracewell & Patterson, L.L.P.
711 Louisiana Street
Suite 2900
Houston, Texas 77002-2781
ARTICLE ELEVEN
No director of the Corporation shall be liable to the corporation or its
shareholders for monetary damages for any act or omission in the director's
capacity as a director, except to the extent that the foregoing exculpation from
liability is not permitted under the applicable provisions of the Texas
Miscellaneous Corporation Laws Act (or any successor or replacement statute) as
the same now exists or may hereafter be amended. Any repeal or modification of
the provisions of the foregoing sentence shall not adversely affect any right
or protection of a director of the corporation existing at the time of such
repeal or modification.
ARTICLE TWELVE
Section 12.1. Voting Requirement. With respect to any matter, other than
the election of directors as provided in the bylaws, including, but not limited
to, a matter for which the affirmative vote of the holders of a specified
portion of the shares of the corporation entitled to vote is required by the
TBCA, the affirmative vote of the holders of a majority of the shares of the
corporation entitled to vote on the matter shall be the act of the shareholders.
Section 12.2. Quorum Requirement. The holders of at least a majority of
the shares of the corporation issued and outstanding and entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders of the corporation.
Section 12.3. Written Consent. Any action required by the TBCA to be
taken at any annual or special meeting of shareholders, or any action that may
be taken at any annual or special meeting of shareholders, may be taken without
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a meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holder or
holders of all of the outstanding shares entitled to vote on such action and
shall be delivered to the corporation by delivery to its registered office in
the state of incorporation, its principal place of business, or an officer or
agent of the corporation having custody of the book in which proceedings of
meetings of shareholders are recorded.
IN WITNESS WHEREOF, I have set my hand this 1st day of August, 1994.
Geoffrey A. Long
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BYLAWS
OF
TRINITY WORKS, INC.
A TEXAS CORPORATION
DATE OF ADOPTION
,19
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TABLE OF CONTENTS
Page
Article 1
Offices
Section 1.1. Registered Office . . . . . . 1
Section 1.2. Other Offices . . . . . . . . 1
Article 2
Shareholders
Section 2.1. Place of Meetings . . . . . . 1
Section 2.2. Quorum; Adjournment of Meetings 1
Section 2.3. Annual Meetings . . . . . . . 2
Section 2.4. Special Meetings . . . . . . 2
Section 2.5. Record Date . . . . . . . . . 2
Section 2.6. Notice of Meetings . . . . . 3
Section 2.7. Shareholders List . . . . . . 4
Section 2.8. Proxies . . . . . . . . . . . 4
Section 2.9. Voting; Election; Inspectors 5
Section 2.10. Conduct of Meetings. . . . . 6
Section 2.11. Treasury Stock . . . . . . . 6
Section 2.12. Action Without Meeting . . . 6
Article 3
Board of Directors
Section 3.1. Power; Number; Term of Office 7
Section 3.2. Quorum; Voting . . . . . . . 7
Section 3.3. Place of Meetings; Order of
Business . . . . . . . . . . 8
Section 3.4. First Meeting . . . . . . . . 8
Section 3.5. Regular Meetings . . . . . . 8
Section 3.6. Special Meetings . . . . . . 8
Section 3.7. Removal . . . . . . . . . . . 9
Section 3.8. Vacancies; Increased in the
Number of Directors . . . . . 9
Section 3.9. Compensation . . . . . . . . 9
Section 3.10. Action Without a Meeting;
Telephone Conference Meeting 9
Section 3.11. Approval or Ratification of
Acts or Contracts by
Shareholders. . . . . . . . . 10
7
ARTICLE 4
Committees
Section 4.1. Designation; Powers . . . . .10
Section 4.2. Procedure; Meetings; Quorum 11
Section 4.3. Substitution and Removal of
Members; Vacancies . . . . .11
ARTICLE 5
Officers
Section 5.1. Number, Titles and Terms of
Office . . . . . . . . . . . 11
Section 5.2. Powers and Duties of the
Chairman of the Board . . . 12
Section 5.3. Powers and Duties of the
President . . . . . . . . . 12
Section 5.4. Secretary . . . . . . . . . 12
Section 5.5. Action with Respect to
Securities of Other
Corporations . . . . . . . . 13
Section 5.6. Delegation . . . . . . . . . 13
ARTICLE 6
Capital Stock
Section 6.1. Certificate of Stock . . . . 13
Section 6.2. Transfer of Shares . . . . . 14
Section 6.3. Ownership of Shares. . . . . 14
Section 6.4. Regulation Regarding
Certificates . . . . . . . . 14
Section 6.5. Lost or Destroyed
Certificates . . . . . . . . 14
ARTICLE 7
Miscellaneous Provisions
Section 7.1. Fiscal Year . . . . . . . . 15
Section 7.2. Corporate Seal . . . . . . . 15
Section 7.3. Notice and Waiver of Notice 15
Section 7.4. Facsimile Signatures . . . . 16
Section 7.5. Reliance upon Books, Reports
and Records . . . . . . . . 16
Section 7.6. Application of Bylaws . . . 16
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ARTICLE 8
Indemnification of Officers and Directors
Section 8.1. Indemnification . . . . . . 16
Section 8.2. Nonexclusivity . . . . . . . 17
Section 8.3. Insurance . . . . . . . . . 17
Section 8.4. Witnesses . . . . . . . . . 17
ARTICLE 9
Amendments
Section 9.1. Amendments . . . . . . . . . 18
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BYLAWS
OF
TRINITY WORKS, INC.
Article 1
Offices
Section 1.1. Registered Office. The registered office of the Corporation
shall be the registered office named in the charter documents of the
Corporation, or such other office as may be designated from time to time by the
Board of Directors in the manner provided by law.
Section 1.2. Other Offices. The Corporation may also 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 the business of the Corporation may
require.
Article 2
Shareholders
Section 2.1. Place of Meetings. All meetings of the shareholders shall be
held at the principal office of the Corporation, or at such other place within
or without the State of Texas as shall be specified or fixed in the notices or
waivers of notice thereof.
Section 2.2. Quorum; Adjournment of Meetings. Unless otherwise required
by law or provided in the Articles of Incorporation of the Corporation or these
Bylaws, the holders of at least a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at any meeting of shareholders for the transaction of
business. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors.
Notwithstanding the other provisions of the Articles of Incorporation of
the Corporation or these Bylaws, the chairman of the meeting or the holders of a
majority of the issued and outstanding stock, present in person or represented
by proxy and entitled to vote thereat, at any meeting of shareholders whether or
not a quorum is present, shall have the power to adjourn such meeting from time
to time, without any notice other than announcement at the meeting of the time
and place of the holding of the adjourned meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
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given to each shareholder of record entitled to vote at such meeting. 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
called.
Section 2.3. Annual Meeting. An annual meeting of the shareholders, for
the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place (within or without the State of Texas), on such
date, and at such time as the Board of Directors shall fix and set forth in the
notice of the meeting, which date shall be within thirteen (13) months
subsequent to the last annual meeting of shareholders.
Section 2.4. Special Meetings. Unless otherwise provided in the Articles
of Incorporation of the Corporation, special meetings of the shareholders for
any purposes may be called at any time by the Chairman of the Board, by the
President, or by a majority of the Board of Directors, or by a majority of the
executive committee (if any), at such time and at such place as may be stated in
the notice of the meeting. Business transacted at a special meeting shall be
confined to the purpose(s) stated in the notice of such meeting.
Section 2.5. 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 payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors of the Corporation may fix a date as
the record date for any such determination of shareholders, which record date
for any such determination of shareholders, which record date shall not
precede the date on which the resolutions fixing the record date are adopted and
which record date shall not be more than sixty (60) days nor less than ten (10)
days before the date of such meeting of shareholders, nor more than sixty (60)
days prior to any other action to which such record date relates.
If the Board of Directors does not fix a record date for any meeting of the
shareholders, the record date for determining shareholders entitled to notice of
or to vote at such meeting shall be at the close of business on the day next
preceding the day on which notice is given, or, if in accordance with Article 7,
Section 7.3 of these Bylaws notice is waived, at the close of business on the
day next preceding the day on which the meeting is held. The record date
for determining shareholders for any other purpose (other than the consenting to
corporate action in writing without a meeting) shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of shareholders of record entitled to notice of or
to vote at a meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
For the purpose of determining the shareholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
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which date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If the
Board of Directors does not fix the record date, the record date for determining
shareholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is necessary, 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 at its registered
office in the State of Texas or at its place of business. If the Board of
Directors does not fix the record date, and prior action by the Board of
Directors is necessary, the record date for determining shareholders entitled to
consent to corporate action in writing without a meeting shall be at the
close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.
Section 2.6. Notice of Meetings. Written notice of the place, date and
hour of all meetings, and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given by or at the direction of the
Chairman of the Board, the President, or the Secretary or the other person(s)
calling the meeting to each shareholders entitled to vote thereat not less than
ten (10) nor more than sixty (60) days before the date of the meeting. Such
notice may be delivered either personally or by mail. If mailed, notice is
given when deposited in the United States mail, postage prepaid, directed to the
shareholder at such shareholder's address as it appears on the records of the
Corporation.
Section 2.7. Shareholder List. A complete list of shareholders entitled
to vote at any meeting of shareholders, arranged in alphabetical order for
each class of stock and showing the address of each such shareholder and the
number of shares registered in the name of such shareholder, shall be open to
the examination of any shareholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior
to the meeting is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where the meeting is to be
held. The shareholder list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
shareholder who is present.
Section 2.8. Proxies. Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to a corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy. Proxies for use at any meeting of shareholders shall be filed with the
Secretary, or such other officer as the Board of Directors may from time to time
determine by resolution, before or at the time tof the meeting. All proxies
shall be received and taken charge of and all ballots shall be received and
canvassed by the secretary of the meeting, who shall decide all questions
touching upon the qualification of voters, the validity of the proxies, and
the acceptance or rejection of votes, unless an inspector or inspectors shall
have been appointed by the chairman of the meeting, in which event such
inspector or inspectors shall decide all such questions.
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No proxy shall be valid after eleven (11) months from its date, unless the
proxy provides for a longer period. Each proxy shall be revocable and coupled
with an interest sufficient in law to support an irrevocable power.
Should a proxy designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at
any meeting at which their powers thereunder are to be exercised shall have and
may exercise all the powers of voting or giving consents thereby conferred, or
if only one be present, then such powers may be exercised by that one; or, if an
even number attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in respect of such
portion of the shares as is equal to the representing such shares divided by
the total number of shares represented by such proxies.
Section 2.9. Voting; Election; Inspectors. Unless otherwise required by
law or provided in the Articles of Incorporation of the Corporation, each
shareholder shall on each matter submitted to a vote at a meeting of
shareholders have one vote for each share of the stock entitled to vote which is
registered in his name on the record date for the meeting. For the
purposes hereof, each election to fill a directorship shall constitute a
separate matter.
Shares registered in the name of another corporation, domestic or foreign,
may be voted
by such officer, agent or proxy as the bylaws (or comparable body) of such
corporation may determine. Shares registered in the name of a deceased person
may be voted by the executor or administrator of such person's estate, either in
person or by proxy.
All voting, except as required by the Articles of Incorporation of the
Corporation or where otherwise required by law, may be by a voice vote;
provided, however, upon request of the chairman of the meeting or upon demand
therefor by shareholders holding a majority of the issued and outstanding stock
present in person or by proxy at any meeting a stock vote shall be taken. Every
stock vote shall be taken by written ballots, each of which shall state the
name of the shareholder or proxy voting and such other information as may be
required under the procedure established for the meeting.
All elections of directors shall be by written ballots, unless otherwise
provided in the Articles of Incorporation of the Corporation.
At any meeting at which a vote is taken by written ballots, the chairman of
the meeting may appoint one or more inspectors, each of whom shall subscribe an
oath or affirmation to execute faithfully the duties of inspector at such
meeting with strict impartiality and according to the best of such inspector's
ability. Such inspector shall receive the written ballots, count the votes,
and make and sign a certificate of the result thereof. The chairman of the
meeting may appoint any person to serve as inspector,
except no candidate for the office of director shall be appointed as an
inspector.
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Unless otherwise provided in the Articles of Incorporation of the
Corporation, cumulative voting for the election of directors shall be
prohibited.
Section 2.10. Conduct of Meetings. The meetings of the shareholders shall
be presided over by the Chairman of the Board, or, if the Chairman of the Board
is not present, by the President, or, if neither the Chairman of the Board nor
the President is present, by a chairman elected at the meeting. The Secretary
of the Corporation, if present, shall act as secretary of such meetings, or, if
the Secretary is not present, then a secretary shall be appointed by the
chairman of the meeting.
The chairman of any meeting of shareholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to the chairman in order.
Section 2.11. Treasury Stock. The Corporation shall not vote, directly or
indirectly, shares of its own stock owned by it and such shares shall not be
counted for quorum purposes. Nothing in this Section 2.11 shall be construed as
limiting the right of the Corporation to vote stock, including but not
limited to its own stock, held by it in a fiduciary capacity.
Section 2.12. Action Without Meeting. Unless otherwise provided in the
Articles of Incorporation of the Corporation, any action permitted or required
by law, the Articles of Incorporation of the Corporation of these Bylaws to be
taken at a meeting of 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, shall be signed by the holders of all the outstanding
shares entitled to vote on such action and shall be delivered to the
Corporation by delivery to its registered office in the state of
incorporation, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
shareholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of each shareholder
who signs the consent, and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the
earliest dated consent delivered in the manner required by this Section to
the Corporation by delivery to its registered office in the state of
incorporation, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
shareholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.
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Article 3
Board of Directors
Section 3.1. Power; Number; Term of Office. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors, and, subject to the restrictions imposed by law or the Articles of
Incorporation of the Corporation, the Board of Directors may exercise all the
powers of the Corporation.
The number of directors which shall constitute the whole Board of Directors
shall be determined from time to time by the Board of Directors (provided that
no decrease in the number of directors which would have the effect of shortening
the term of an incumbent director may be made by the Board of Directors). If
the Board of Directors makes no such determination, the number of directors
shall be three. Each director shall hold office for the term for which such
have been elected and qualified or until such director's earlier death,
resignation or removal.
Unless otherwise provided in the Articles of Incorporation of the
Corporation, directors need not be shareholders nor residents of the State of
Texas.
Section 3.2. Quorum; Voting. Unless otherwise provided in the Articles of
Incorporation of the Corporation, a majority of the number of directors fixed in
accordance, with Section 3.1 shall constitute a quorum for the transaction of
business of the Board of Directors and the vote 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.
Section 3.3. Place of Meetings; Order of Business. The directors may hold
their meetings and may have an office and keep the books of the Corporation,
except as otherwise provided by law, in such place or places, within or without
the State of Texas of the Corporation, as the Board of Directors may from time
to time determine. At all meetings of the Board of Directors business shall be
transacted in such order as shall from time to time be determined by the
Chairman of the Board, or in the Chairman of the Board's absence by the
President or by the Board of Directors.
Section 3.4. First Meeting. Each newly elected Board of Directors may
hold its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as the
annual meeting of the shareholders. Notice of such meeting shall not be
required. At the first meeting of the Board of Directors in each year at
which a quorum shall be present, held after the annual meeting of
shareholders, the Board of Directors shall elect the officers of the
Corporation.
Section 3.5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated from time to time
by the Chairman of the Board, or in the Chairman of the Board's absence, by the
President, or in the President's absence, by another officer of the Corporation.
Notice of such regular meetings shall not be required.
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Section 3.6. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, or in the Chairman of the Board's
absence, by the President, or, on the written request of any director, by the
Secretary, in each case on at least twenty-four (24) hours' personal, written,
telegraphic, cable or wireless notice to each director. Such notice, or any
waiver thereof pursuant to Article 7, Section 7.3 hereof, need not state the
purpose or purposes of such meeting, except as may otherwise be required by
law or provided for in the Articles of Incorporation of the Corporation or
these Bylaws. Meetings may be held at any time without notice if all the
directors are present or if those not present waive notice of the meeting in
writing.
Section 3.7. Removal. Any director or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of the shares
then entitled to vote an election of directors.
Section 3.8. Vacancies; Increases in the Number of Directors. Unless
otherwise provided in the Articles of Incorporation of the Corporation,
vacancies existing on the Board of Directors for any reason may be filed by the
affirmative vote of a majority of the directors then in office, although less
than a quorum, or by a sole remaining director; and any director so chosen
shall hold office until the next annual election and until such director's
successor shall have been elected and qualified, or until such director's
earlier death, resignation or removal.
Section 3.9. Compensation. Directors and members of standing committees
may receive such compensation as the Board of Directors from time to time shall
determine to be appropriate, and shall be reimbursed for all reasonable expenses
incurred in attending and returning from meetings of the Board of Directors.
Section 3.10. Action Without a Meeting; Telephone Conference Meeting.
Unless otherwise restricted by the Articles of Incorporation of the Corporation,
any action required or permitted to be taken at any meeting of the Board of
Directors or any committee designated by the Board of Directors may be taken
without a meeting if all members of the Board of Directors or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or committee. Such
consent shall have the same force and effect as a unanimous vote at a
meeting, and may be stated as such in any document or instrument filed with
the Secretary of State of the state of incorporation of the Corporation.
Unless otherwise restricted by the Articles of Incorporation of the
Corporation, subject to the requirement for notice of meetings, members of the
Board of Directors, or members of any committee designated by the Board of
Directors, may participate in a meeting of such Board of Directors or committee,
as the case may be by means of a conference telephone connection or similar
communications equipment by means of which all persons participating in the
meeting shall hear each other, and participation in such 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 if any business on the ground that the meeting is not lawfully
called or convened.
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Section 3.11. Approval or Ratification of Acts or Contracts by
Shareholders. The Board of Directors in its discretion may submit any act or
contract for approval or ratification at any annual meeting of the shareholders,
or at any special meeting of the shareholders called for the purpose of
considering any such act or contract, and any act of contract that shall be
approved or be ratified by the vote of the shareholders holding a majority of
the issued and outstanding shares of stock of the Corporation entitled to vote
and present in person or by proxy at such meeting (provided that a quorum is
present) shall be as valid and as binding upon the Corporation and upon all the
shareholders as if it has been approved or ratified by every shareholder of the
Corporation. In addition, any such act or contract may be approved or ratified
by the written consent of shareholders holding all of the issued and outstanding
shares of capital stock of the Corporation entitled to vote, and such consent
shall be as valid and binding upon the Corporation and upon all the shareholders
as if it had been approved or ratified by every shareholder of the Corporation.
Article 4
Committees
Section 4.1. Designation; Powers. The Board of Directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, including, if they shall so determine, an executive committee, with
each such committee to consist of one or more of the directors of the
Corporation. Any such designated committee shall have and may exercise such
of the powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation as may be provided in such
resolution, except that no such committee shall have the power or authority
of the Board of Directors in reference to amending the Articles of Incorporation
of the Corporation, adopting an agreement of merger of consolidation,
recommending to the shareholders the sale, lease, or exchange of all or
substantially all of the Corporation's property and assets, recommending to
the shareholders a dissolution of the Corporation or a revocation of a
dissolution of the Corporation, or amending, altering or repealing these
Bylaws or adopting mew bylaws for the Corporation. Any such designated
committee may authorize the seal of the Corporation to be affixed to all papers
which may require it. In addition to the above, such committee or committees
shall have such other powers and limitations of authority as may be determined
from time to time by the Board of Directors.
Section 4.2. Procedure; Meetings; Quorum. Any committee designated
pursuant to this Article 4 shall keep regular minutes of its actions and
proceedings in a book provided for that purpose and report the same to the Board
of Directors at its meeting next succeeding such action, shall fix its own rules
or procedures, and shall meet at such times and at such place or places as may
be provided by such rules, or by such committee or the Board of Directors.
Should a committee fail to fix its own rules, the provisions of these Bylaws
pertaining to the calling of meetings and conduct of business by the Board of
Directors shall apply as nearly as may be possible. At every meeting of any
such committee, the presence of a majority of all the members thereof shall
constitute a quorum, except as provided in Section 4.3 of this Article 4, and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution.
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Section 4.3. Substitution and Removal of Members; Vacancies. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
such committee. In the absence or disqualification of a member of a committee,
the member or members present at any meeting and not disqualified from voting,
whether or not constituting a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of the absent or
disqualified member. The Board of Directors shall have the power at any time
to remove any member(s) of a committee and to appoint other directors in lieu
of the person(s) so removed and shall also have the power to fill vacancies
in a committee.
Article 5
Officers
Section 5.1. Number, Titles and term of Office. The officers of the
Corporation shall be a Chairman of the Board, President, a Secretary, and such
other officers as the Board of Directors may from time to time elect or appoint
(including, but not limited to, a Treasurer, one or more Vice Presidents,
Assistant Secretaries and one or more Assistant Treasurers). Each officer shall
hold office until such officer's successor shall be duly elected and shall
qualify or until such officer's death or until such officer shall resign or
shall have been removed. Any number of offices may be held by the same
person, unless the Articles of Incorporation of the Corporation provide
otherwise.
Except for the Chairman of the Board, no officer need be a director.
Section 5.2. Powers and Duties of the Chairman of the Board. The Chairman
of the Board shall be the chief executive officer of the Corporation. Subject
to the control of the Board of Directors and the Executive Committee (if any),
the Chairman of the Board shall have general executive charge, management and
control of the properties, business and operations of the Corporation with all
such powers as may be reasonably incident to such responsibilities; may agree
upon and execute all leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation and may sign all certificates for
shares of capital stock of the Corporation; and shall have such other
powers and duties as designated in accordance with these Bylaws and as from
time to time may be assigned to the Chairman of the Board by the Board of
Directors. The Chairman of the Board shall preside at all meetings of the
shareholders and of the Board of Directors.
Section 5.3. Powers and Duties of the President. Unless the Board of
Directors otherwise determines, the President shall have the authority to agree
upon and execute all leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation; and, unless the Board of Directors
otherwise determines, the President shall, in the absence of the Chairman of the
Board or if there be no Chairman of the Board (should the President be a
director) preside at all meetings of the shareholders and of the Board of
Directors; and the President shall have such other powers and duties as
designated in accordance with these Bylaws and as from time to time may be
assigned to the President by the Board of Directors or the Chairman of the
Board.
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Section 5.4. Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors and the shareholders, in books provided for
that purpose; shall attend to the giving and serving of all notices; may in the
name of the Corporation affix the seal of the Corporation to all contracts and
attest the affixation of the seal of the
Corporation thereto; may sign with the other appointed officers all certificates
for shares of capital stock of the Corporation; shall have charge of the
certificate books, transfer books and stock ledgers, and such other books and
papers as the Board of Directors may direct, all of which shall at all
reasonable times be open to inspection of any director upon application at
the office of the Corporation during business hours; shall have such other
powers and duties as designated in these Bylaws and as from time to time may be
assigned to the Secretary by the Board of Directors, the Chairman of the Board,
the President or the Vice Chairman of the Board; and shall in general perform
all acts incident to the office of Secretary, subject to the control of the
Board of Directors, the Chairman of the Board or the President.
Section 5.5. Action Without Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the Chairman of the Board
or the President, together with the Secretary shall have power to vote and
otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of security holders of any other corporation in which this Corporation
may hold securities and otherwise exercise any and all rights and powers which
this Corporation may possess by reason of its ownership of securities in such
other corporation.
Section 5.6. Delegation. For any reason that the Board of Directors may
deem sufficient, the Board of Directors may, except where otherwise provided by
statue, delegate the powers or duties of any officer to any other person, any
may authorize any officer to delegate specified duties of such office to any
other person. Any such delegation or authorization by the Board shall be
effected from time to time by resolution of the Board of Directors.
Article 6
Capital Stock
Section 6.1. Certificates of Stock. The certificates for shares of the
capital stock of the Corporation shall be in such form, not inconsistent with
that required by law and the Articles of Incorporation of the Corporation, as
shall be approved by the Board of Directors. Every holder of stock represented
by certificates shall be entitled to have a certificate signed by or in the name
of the Corporation by the Chairman of the Board or President and the Secretary
of the Corporation representing the number of shares (and, if the stock of
the Corporation shall be divided into classes or series, certifying the class
and series of such shares) owned by such shareholder which are registered in
certified form; provided, however, that any of or all the signatures on the
certificate may be facsimile. The stock record books and the blank stock
certificate books shall be kept by the Secretary or at the office of such
transfer agent or transfer agents as the Board of Directors may from time to
time determine. In case any officer, transfer agent or registrar who shall
have signed or whose facsimile signature or signatures shall have
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been placed upon any such certificate or certificates shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued by
the Corporation, such certificate may nevertheless be issued by the Corporation
with the same effect as if such person were such officer, transfer agent or
registrar at the date of issue. The stock certificates shall be consecutively
numbered and shall be entered in the books of the Corporation as they are issued
and shall exhibit the holder's name and number of shares.
Section 6.2. Transfer of Shares. The shares of stock of the Corporation
shall be transferable only on the books of the Corporation by the holders
thereof in person or by their duly authorized attorneys or legal representatives
upon surrender and cancellation of certificates for a like number of shares.
Upon surrender to the Corporation or a 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.
Section 6.3. Ownership of Shares. The Corporation shall be entitled to
treat the holder of record of any share of shares of capital stock of the
Corporation 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 the laws of the State of Texas.
Section 6.4. Regulations Regarding Certificates. The Board of Directors
shall have the power and authority to make all such rules and regulation as they
may deem expedient concerning the issue, transfer and registration or the
replacement of certificates for shares of capital stock of the Corporation.
Section 6.5. Lost or Destroyed Certificates. The Board of Directors may
determine the conditions upon which the Corporation may issue a new certificate
of stock in place of a certificate theretofore issued by it which is alleged to
have been lost, stolen or destroyed and may require the owner of such
certificate or such owner's legal representative to give bond, with surety
sufficient to indemnify the Corporation and each transfer agent and registrar
against any and all losses or claims which may arise by reason of the alleged
loss, theft or destruction of any such certificate or the issuance of such
new certificate in the place of the one so lost, stolen or destroyed.
Article 7
Miscellaneous Provisions
Section 7.1. Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of January of each year.
Section 7.2. Corporate Seal. The corporate seal shall be circular in form
and shall have inscribed thereon the name of the Corporation and the state of
its incorporation, which seal shall be in the charge of the Secretary and shall
be affixed to certificates of stock, debentures, bonds, and other documents, in
accordance with the direction of the Board of Directors or a committee thereof,
and as may be required by law; however, the Secretary may, if the Secretary
deems it expedient, have a facsimile of the corporate seal inscribed on any
such certificates of stock, debentures, bonds, contract or other documents.
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Section 7.3. Notice and Waiver of Notice. Whenever any notice is
required to be given by law, the Articles of Incorporation of the
Corporation or under the provisions of these Bylaws, said notice shall
be deemed to be sufficient if given (i) by telegraphic, cable or wireless
transmission (including by telecopy or facsimile transmission) or (ii)
by deposit of the same in a post office box or by delivery to an overnight
courier service company in a sealed prepaid wrapper addressed to the
person entitled thereto at such person's post office address, as it appears
on the records of the Corporation, and such notice shall be deemed to have
been given on the day of such transmission or mailing or delivery to courier,
as the case may be.
Whenever notice is required to be given by law, the Articles of
Incorporation of the Corporation or under any of the provisions of these
Bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent
to notice. Attendance of a person, including without limitation a director,
at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
shareholders, directors, or members of a committee of directors need to
be specified in any written waiver of notice unless so required by the
Articles of Incorporation of the Corporation or these Bylaws.
Section 7.4. Facsimile Signatures. In addition to the provisions for the
use of facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors.
Section 7.5. Reliance upon Books, Reports and Records. A member of the
Board of Directors, or a member of any committee designated by the Board of
Directors, shall, in the performance of such person's duties, be protected to
the fullest extent permitted by law in relying upon the records of the
Corporation and upon information, opinion, reports or statements presented to
the Corporation.
Section 7.6. Application of Bylaws. In the event that any provisions of
these Bylaws is or may be in conflict with any law of the United States, of the
State of Texas or of any other governmental body or power having jurisdiction
over this Corporation, or over the subject matter to which such provision of
these Bylaws applies, or may apply, such provision of these Bylaws shall be
inoperative to the extent only that the operation thereof unavoidably
conflicts with such law, and shall in all other respects be in full force
and effect.
Article 8
Indemnification of Officers and Directors
Section 8.1. Indemnification. As permitted by Section G of Article 2.02-1
of the Texas Business Corporation Act or any successor statute (the
"Indemnification Article"), the Corporation hereby:
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(a) makes mandatory the indemnification permitted under Section B of
the Indemnification Article as contemplated by Section G thereof;
(b) makes mandatory its payment or reimbursement of the reasonable
expenses incurred by a former or present director who was, is, or is
threatened to be made a named defendant or respondent in a proceeding
upon such director's compliance with the requirements of Section K
of the Indemnification Article; and
(c) extends the mandatory indemnification referred to in Section
8.1(a) above and the mandatory payment or reimbursement of expenses
referred to in Section 8.1(b) above (i) to all former or present officers
of the Corporation and (ii) to all persons who are or were serving at
the request of the Corporation as a director, officer, partner or trustee
of another foreign or domestic corporation, partnership, joint venture,
trust or employee benefit plan, to the same extent that the Corporation
is obligated to indemnify and pay or reimburse expenses to directors.
Section 8.2. Nonexclusivity. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which the
person indemnified may be entitled under any bylaw, agreement,
authorization of shareholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in
another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of such person.