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EXHIBIT 3.4
BYLAWS
of
Argos Support Services Company
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL EXECUTIVE OFFICE
The principal executive office of the corporation shall be in the City
of Colleyville, County of Tarrent, State of Texas.
The corporation also may 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.
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETING
All meetings of the shareholders shall be held at the principal
executive office of the corporation or at such other place as may be determined
by the board of directors.
SECTION 2. ANNUAL MEETINGS
The annual meeting of the shareholders shall be held on the 2nd Monday
of October in each year, if not a holiday, at 2:00 o'clock p.m., at which time
the shareholders shall elect a board of directors and transact any other proper
business. If this date falls on a holiday, then the meeting shall be held on
the following business day at the same hour.
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the president,
the board of directors, by the holders of at least ten percent of all the
shares entitled to vote at the proposed special meeting, or such other person
or persons as may be authorized in the Articles of Incorporation in accordance
with Section C of Article 2.24 of the Texas Business Corporation Act.
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SECTION 4. NOTICES OF MEETINGS
Notices of shareholders' meetings, annual or special, shall be given
in writing to shareholders of record entitled to vote at the meeting by or at
the direction of the president or secretary of the corporation, or the person
calling the meeting.
Such notices shall be given either personally or by first-class mail,
addressed to the shareholder at the address of such shareholder appearing on
the stock transfer books of the corporation or given by the shareholder to the
corporation for the purpose of notice. Notice shall be given not less than ten
nor more than sixty days before the date of the meeting.
Such notice shall state the place, date, and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called.
SECTION 5. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder under
the provisions of the Texas Business Corporation Act, the Articles of
Incorporation of this corporation, or these Bylaws, a waiver of notice in
writing signed by a shareholder entitled to such notice, whether before or
after the meeting, shall be equivalent to the giving of such notice. All such
written waivers of notice shall be filed with the corporate records or made
part of the minutes of the meeting.
SECTION 6. SPECIAL NOTICE REQUIREMENTS
Shareholder approval at a meeting, with respect to the following
proposals, shall be valid only if the purpose of the meeting was stated in the
notice of the meeting:
a. Approval of a contract or other transaction between the corporation
and one or more of its directors or between the corporation and any
corporation, firm, or association in which one or more of the directors has a
material financial interest;
b. Amendment of the Articles of Incorporation after any shares have
been issued pursuant to Article 4.02 of the Texas Business Corporation Act;
c. Approval of a plan of merger or exchange pursuant to Article 5.03
of the Texas Business Corporation Act;
d. Election to voluntarily wind up and dissolve the corporation
pursuant to Article 6.03 of the Texas Business Corporation Act;
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e. Election to revoke voluntary dissolution proceedings pursuant to
Article 6.05 of the Texas Business Corporation Act;
f. Reduction of stated capital pursuant to Article 4.12 of the Texas
Business Corporation Act;
g. Restatement of the Articles of Incorporation, if an amendment is
contained therein, pursuant to Articles 4.07 and 4.02 of the Texas Business
Corporation Act;
h. Disposition of all or substantially all of the assets of the
corporation outside the usual and regular course of its business pursuant to
Article 5.10 of the Texas Business Corporation Act.
SECTION 7. ACTION WITHOUT MEETING
Any action that may be taken at any annual or special meeting of
shareholders may be taken without a meeting if a consent or consents in
writing, setting forth the action so taken, is signed by all of the
shareholders entitled to vote on the action. Such consent shall have the same
force and effect as a unanimous vote of shareholders.
Further, the articles of incorporation may provide that any action
required by the Texas Business Corporation Act to the taken at any annual or
special meeting of shareholders, or any action which may be taken at any annual
or special 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 holder or holders of shares
having not less than the minimum number of votes that would be necessary to
take such action at a meeting at which the holders of all shares entitled to
vote on the action were present and voted.
Every written consent shall bear the date of signature of each
shareholder who signs the consent. No written consent shall be effective to
take the action that is the subject of the consent unless, within 60 days after
the date of the earliest dated consent delivered to the corporation, a consent
or consents signed by the holder or holders of shares having not less than the
minimum number of votes that would be necessary to take the action are
delivered to the corporation's registered office, its principal place of
business, or to the secretary of the corporation. A telegram, telex,
cablegram, or similar transmission by a shareholder, or a photographic,
photostatic, facsimile, or similar reproduction of a writing signed by a
shareholder, shall be regarded as signed by the shareholder.
SECTION 8. QUORUM
The holders of a majority of the shares entitled to vote, represented
in person or by proxy, shall constitute a quorum at a meeting of the
shareholders.
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SECTION 9. VOTING
Only shareholders whose names appear on the stock transfer books of
the corporation as of the closing date of the stock transfer books or the
record date set by the board of directors pursuant to Article VIII, Section 3
of these Bylaws shall be entitled to vote at a meeting of shareholders.
If the board of directors has not closed the stock transfer books or
set a record date for purposes of determining the shareholders entitled notice
of or to vote at any meeting of shareholders, then the date on which notice of
the meeting is mailed shall be the record date for such determination of
shareholders.
Each outstanding share shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders except as otherwise provided
by the Texas Business Corporation Act, the Articles of Incorporation, or other
provisions of these Bylaws.
Except in the case of an election of directors or as may otherwise be
required by law, the Articles of Incorporation or these Bylaws, if a quorum is
present, the vote of the holders of a majority of the shares entitled to vote
and represented at a meeting shall be the act of the shareholders. 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.
At each election of directors, every shareholder entitled to vote at
such election shall have the right to cumulate his or her votes by giving one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of his or her shares or by distributing such votes on
the same principal among any number of such candidates. Any shareholder who
intends to cumulate his or her votes shall give written notice of such
intention to the secretary of the corporation on or before the day preceding
the election at which such shareholder intends to cumulate his or her votes.
All shareholders may cumulate their votes if any shareholder provides such
written notice.
SECTION 10. PROXIES
Any shareholder may vote either in person or by proxy executed in
writing by the shareholder and filed with the secretary of the corporation. A
telegram, telex, cablegram, or similar 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.
Every person entitled to vote shares may authorize another person or
persons to act by proxy with respect to such shares by filing a written proxy,
executed by such person or his duly authorized agent, with the secretary of the
corporation.
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A proxy shall not be valid after the expiration of eleven months from
the date thereof unless otherwise provided in the proxy. A proxy shall be
revocable unless the proxy form conspicuously states that the proxy is
irrevocable and the proxy is coupled with an interest. Proxies coupled with an
interest include the appointment as proxy of:
1. a pledgee;
2. a person who purchased or agreed to purchase, or owns or holds an
option to purchase, the shares;
3. a creditor of the corporation who extended it credit under terms
requiring the appointment;
4. an employee of the corporation whose employment contract requires
the appointment; or
5. a party to a voting agreement created under Section B, Article 2.30
of the Texas Business Corporation Act.
ARTICLE III
DIRECTORS
SECTION 1. POWERS
Subject to any limitations in the Articles of Incorporation and to the
provisions of the Texas Business Corporation Act, the powers of the corporation
shall be exercised by or under the authority of, and the business and affairs
of the corporation shall be managed under the direction of, the board of
directors of the corporation.
SECTION 2. NUMBER
The authorized number of directors shall be three (3) until changed by
amendment to this article of these Bylaws.
SECTION 3. ELECTION AND TENURE OF OFFICE
The directors shall be elected at the annual meeting of the
shareholders and hold office until the next annual meeting and until their
successors have been elected and qualified.
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SECTION 4. VACANCIES
A vacancy on the board of directors shall exist in the case of death,
resignation, or removal of any director or in case the authorized number of
directors is increased or in case the shareholders fail to elect the full
authorized number of directors at any annual or special meeting of the
shareholders at which any director is elected.
Vacancies on the board of directors may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the
board or by election at an annual or special meeting of shareholders called for
that purpose. However, if a directorship is to be filled by the board by
reason of an increase in the number of directors, then the board may fill this
directorship position for a term continuing only until the next election of one
or more directors by the shareholders and, provided further, that the board may
not fill more than two such directorships during the period between any two
successive annual meetings of shareholders. A director elected to fill a
vacancy shall be elected for the unexpired term of his or her predecessor in
office.
A vacancy created by an increase in the authorized number of directors
hall be filled by election at an annual or special meeting of shareholders
called for that purpose. Any director may resign effective upon giving written
notice to the chairperson of the board of directors, the president, the
secretary or to the board of directors of the corporation unless the notice
specifies a later time for the effectiveness of such resignation. If the
resignation is effective at a later time, a successor may be elected to take
office when the resignation becomes effective. Any reduction of the authorized
number of directors does not remove any director prior to the expiration of
such director's term in office.
SECTION 5. REMOVAL
Any or all of the directors may be removed, with or without cause, at
a meeting of shareholders called expressly for that purpose by the vote of the
holders of a majority of the shares entitled to vote at an election of
directors. Any such removal, however, shall be subject to the provisions of
Article 2.32 of the Texas Business Corporation Act, including the provision
that if less than the entire board is to be removed, no one of the directors
may be removed if the votes cast against his or her removal would be sufficient
to elect this person if then cumulatively voted at an election of the entire
board of directors.
SECTION 6. PLACE OF MEETINGS
Meetings of the board of directors shall be held at any place, within
or without the State of Texas, which has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice, at the
principal executive office of the corporation or as may be designated from time
to time by resolution of the board of directors.
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SECTION 7. CALL, NOTICE AND HOLDING OF MEETINGS
Special meetings of the board of directors may be called by the
chairperson of the board or the president or the vice-president or the
secretary or any two directors.
Regular annual meetings of the board of directors shall be held
without notice immediately after and at the same place as the annual meeting of
shareholders. Special meetings of the board of directors shall be held upon
four days' notice by mail, or forty-eight hours' notice delivered personally or
by telephone or telegraph. Attendance of a director at a meeting shall
constitute a waiver of notice of the meeting, except where 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. Neither the
business to be transacted, 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 8. QUORUM AND BOARD ACTION
A quorum for all meetings of the board of directors shall be two (2)
of the authorized number of directors, unless a greater number is required by
law, the Articles of Incorporation or provisions of these Bylaws. 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 law, the Articles of Incorporation or provisions of these
Bylaws.
SECTION 9. WAIVER OF NOTICE
Whenever any notice is required to be given to any director under the
provisions of the Texas Business Corporation Act, the Articles of Incorporation
of this corporation, or these Bylaws, a waiver of notice in writing signed by a
director entitled to such notice, whether before or after the meeting, shall be
equivalent to the giving of such notice. All such written waivers of notice
shall be filed with the corporate records or made a part of the minutes of the
meeting.
SECTION 10. ACTION WITHOUT MEETING
Any action required or permitted to be taken at a meeting of the board
may be taken without a meeting, if all members of the board shall individually
or collectively consent in writing to such action. Such written consent or
consents shall set forth the action so taken and shall be signed by all the
directors. Such written consent or consents shall be filed with the minutes of
the proceedings of the board. Such action by written consent shall have the
same force and effect as a unanimous vote of such directors.
SECTION 11. COMPENSATION
No salary shall be paid directors, as such, for their services but, by
resolution, the board of directors may allow a reasonable fixed sum and
expenses to be paid for attendance at regular or special meetings. Nothing
contained herein shall prevent a 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 attendance at
meetings.
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ARTICLE IV
OFFICERS
SECTION 1. OFFICERS
The officers of the corporation shall be a president and a secretary.
The corporation also may have such other officers with such titles and duties
as shall be determined by the board of directors. Any number of offices may be
held by the same person.
All officers of the corporation shall be chosen by the board. Each
officer shall hold office until his or her death, resignation, or removal or
until a successor shall be chosen and qualified. A vacancy in any office
because of death, resignation, or removal or other cause shall be filled by the
board.
SECTION 2. ELECTION
All officers of the corporation shall be chosen by the board. Each
officer shall hold office until his or her death, resignation, or removal or
until a successor shall be chosen and qualified. A vacancy in any office
because of death, resignation, or removal or other cause shall be filled by the
board.
SECTION 3. REMOVAL AND RESIGNATION
An officer may be removed at any time 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 shall not
of itself create contact rights.
An officer may resign at any time upon written notice to the
corporation given to the board, the president, or the secretary of the
corporation. Any such resignation shall take effect at the date of receipt of
such notice or at any other time specified therein. The acceptance of a
resignation shall not be necessary to make it effective.
SECTION 4. COMPENSATION
The salaries of the officers shall be fixed, from time to time, by the
board of directors.
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SECTION 5. PRESIDENT
The president shall be the chief executive officer of the corporation
and shall, subject to the direction and control of the board of directors, have
general supervision, direction, and control of the business and affairs of the
corporation. He shall preside at all meetings of the shareholders and
directors and be an ex-officio member of all the standing committees, including
the executive committee, if any, and shall have the general powers and duties
of management usually vested in the office of president of a corporation and
shall have such other powers and duties as may from time to time be prescribed
by the board of directors or these Bylaws.
SECTION 6. VICE-PRESIDENT
In the absence or disability of the president, the vice-presidents, if
any, in order of their rank as fixed by the board of directors (or if not
ranked, the vice-president designated by the board) shall perform all the
duties of the president and, when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the president. Each vice-president
shall have such other powers and perform such other duties as may from time to
time be prescribed by the board of directors or these Bylaws.
SECTION 7. SECRETARY
The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation, a book of minutes of all meetings of
directors and shareholders, with the time and place of holding, whether regular
or special (and, if special, how authorized), the notice thereof given or the
waivers of notice, the names of those present at directors' meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation, or at the office of the corporation's
transfer agent, a share register, showing the names of the shareholders and
their addresses, the number and classes of shares held by each, the number and
date of certificates issued for shares, and the number and date of cancellation
of every certificate surrendered for cancellation.
The secretary shall certify and keep, or cause to be kept, at the
principal executive office of the corporation, the original and a copy of the
Bylaws as amended or otherwise altered to date.
The secretary shall give, or cause to be given, notice of all meetings
of shareholders and directors required to be given by law or by the provisions
of these Bylaws.
The secretary 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. This list, for a period of
ten days prior to such meeting, shall be kept on file at the registered office
or principal place of business of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. The
list also shall be produced and kept open at the time and place of the meeting
and be subject to the inspection of any shareholder during the whole time of
the meeting.
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The secretary shall have charge of the seal of the corporation and
have such other powers and perform such other duties as may from time to time
be prescribed by the board or these Bylaws.
If the board of directors does not elect a treasurer, the secretary
shall assume the duties imposed by Section 8 of this Article and by any other
provision of these Bylaws upon the Treasurer of the corporation. In the
absence or disability of the secretary, the assistant secretaries, if any, in
order of their rank as fixed by the board of directors (or if not ranked, the
assistant secretary designated by the board of directors), shall have all the
powers of, and be subject to all the restrictions upon, the secretary. The
assistant secretaries, if any, shall have such other powers and perform such
other duties as may from time to time be prescribed by the board of directors
or these Bylaws.
SECTION 8. TREASURER
The treasurer shall deep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation.
The treasurer shall deposit monies and other valuables in the name and
to the credit of the corporation with such depositories as may be designated by
the board of directors. He or she shall disburse the funds of the corporation
in payment of the just demands against it as may be ordered by the board or
directors; shall render to the president and directors, whenever they request
it, an account of all his or her transactions as treasurer and of the financial
condition of the corporation; and shall have such other powers and perform such
other duties as may from time to time be prescribed by the board of directors
or the Bylaws.
In the absence or disability of the treasurer, the assistant
treasurers, if any, in order of their rank as fixed by the board of directors
(or if not ranked, the assistant treasurer designated by the board of
directors), shall perform all the duties of the treasurer and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
treasurer. The assistant treasurers, if any, shall have such other powers and
perform such other duties as may from time to time be prescribed by the board
of directors or these Bylaws.
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ARTICLE V
EXECUTIVE COMMITTEES
SECTION 1.
By resolution adopted by a majority of the full board of directors,
the board may designate from among its members an executive committee and one
or more other committees to serve at the pleasure of the board, each of which
shall be comprised of one or more directors. Any such committee, to the extent
provided in the resolution of the board, shall have all the authority of the
board, except with respect to:
a. Amending the Articles of Incorporation;
b. Approving a plan of merger or consolidation;
c. Recommending to the shareholders the sale, lease, or exchange of
all or substantially all of the property and assets of the corporation
otherwise than in the usual and regular course of its business;
d. Recommending to the shareholders a voluntary dissolution of the
corporation or a revocation thereof;
e. Amending, altering or repealing the Bylaws of the corporation or
adopting new Bylaws for the corporation;
f. Filling vacancies on the board of directors or any such committee;
g. Filling any directorship to be filled by reason of an increase in
the number of directors;
h. Electing or removing officers or members of any such committee;
i. Fixing the compensation of any member of such committee;
j. Altering or repealing any resolution of the board which by its term
is not so alterable or repealable;
k. Declaring a dividend or other distribution or authorizing the
issuance of shares of the corporation, unless a board resolution, the Articles
of Incorporation, or the Bylaws expressly delegate such authority;
l. Approving any action that also requires shareholders' approval or
approval of the outstanding shares;
m. Appointing other committees of the board or the members thereof;
n. Proposing a reduction of the stated capital of the corporation in
the manner permitted by Article 4.12 of the Texas Business Corporation Act.
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The designation of any such committee and the delegation of authority
to the committee shall not operate to relieve the board of directors, or any
member thereof, of any responsibility imposed by law.
ARTICLE VI
CORPORATE RECORDS AND REPORTS
SECTION 1. INSPECTION BY SHAREHOLDERS
The accounting books and records of account, the minutes of
proceedings of the shareholders and the board and committees of the board, and
the record of shareholders of the corporation shall be open to inspection upon
the written demand of the corporation by any shareholder at any reasonable time
for any proper purpose. Such inspection by a shareholder may be made in person
or by agent, accounting, or attorney, and the right of inspection includes the
right to copy and make extracts.
Shareholders also shall have the right to inspect the original or copy
of these Bylaws, as amended to date and kept at the corporation's principal
executive office, at all reasonable times for any purpose.
SECTION 2. INSPECTION BY DIRECTORS
Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to inspect
the physical properties of the corporation, domestic or foreign, of which such
person is a director. Such inspection by a director may be made in person or
by agent, accountant, or attorney, and the right of inspection includes the
right to copy and make extracts.
SECTION 3. RIGHT TO INSPECT WRITTEN RECORDS
If any record subject to inspection pursuant to this chapter is not
maintained in written form, a request for inspection is not complied with
unless and until the corporation at its expense makes such record available in
written form.
SECTION 4. ANNUAL FINANCIAL STATEMENTS
Upon the written request of any holder of record of shares of the
corporation, the corporation shall mail to such holder its annual statement for
its last fiscal year showing in reasonable detail its assets and liabilities
and the results of its operations and the most recent interim statements, if
any, which have been filed in a public record or otherwise published. The
corporation shall be allowed a reasonable time to prepare such annual
statements.
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SECTION 5. CONTRACTS, ETC.
The board of directors, except as otherwise provided in the Bylaws,
may authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name and on behalf of the
corporation. Such authority may be general or confined to specific instances.
Unless so authorized by the board of directors, no officer, agent, or employee
shall have any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or to
any amount.
ARTICLE VII
INDEMNIFICATION, INSURANCE AND OTHER ARRANGEMENTS
SECTION 1. INDEMNIFICATION
The corporation shall indemnify its present or former directors and
officers, employees, agents and other persons to the fullest extent permissible
by, and in accordance with the procedures contained in, Article 2.02-1 of the
Texas Business Corporation Act.
Pursuant to Section Q of Article 2.02-1 of the Texas Business
Corporation Act, the corporation may indemnify and advance expenses to an
officer, employee or agent of the corporation, or person identified in Section
P of Article 2.02-1 of the Texas Business Corporation Act and who is not a
director of the corporation to such further extent, consistent with law, as may
be provided in the Articles of Incorporation, these Bylaws, general or specific
action of the board of directors, or contract, or as may be permitted by common
law.
SECTION 2. INSURANCE AND OTHER ARRANGEMENTS
Pursuant to Section R of Article 2.02-1 of the Texas Business
Corporation Act, the corporation may purchase and maintain insurance or another
arrangement on behalf of any person who is or was a director, officer,
employee, or agent of the corporation or who is or was serving at the request
of the corporation as a director, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, against any liability asserted against him
or her and incurred by him or her in such a capacity or arising out of his or
her status as such a person, whether or not the corporation would have the
power to indemnify him or her against that liability under Article 2.02-1 of
the Texas Business Corporation Act.
In accordance with said Section R of Article 2.02-1, if the insurance
or other arrangement is with a person or entity that is not regularly engaged
in the business of providing insurance coverage, the insurance or arrangement
may provide for payment of a liability with respect to which the corporation
would not have the power to indemnify the person only if including coverage for
the additional liability has been approved by the shareholders of the
corporation.
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ARTICLE VIII
SHARES
SECTION 1. CERTIFICATES
The corporation shall issue certificates for its shares when fully
paid. Certificates of stock shall be issued in numerical order and state that
the corporation is organized under the laws of Texas; the name of the person to
whom issued; the number, class of shares, and the designation of the series, if
any, represented thereby; and the par value of each share represented thereby
or that the shares are without par value. They also shall contain any
statement or summary required by an applicable provision of the Texas Business
Corporation Act or applicable securities laws.
Every certificate for shares shall be signed in the name of the
corporation by the president or a vice-president, and either the treasurer or
the secretary or an assistant secretary.
SECTION 2. TRANSFER OF SHARES
Upon surrender to the secretary or 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
secretary of the corporation to issue a new certificate to the person entitled
thereto, to cancel the old certificate, and to record the transaction upon its
share register, subject to any applicable restrictions on transfer.
SECTION 3. 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)
or a share dividend, or in order to make a determination of shareholders for
any other proper purpose, the board may provide that the stock transfer books
shall be closed for a stated period not to exceed, in any case, sixty days. If
the stock transfer bonds 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.
In lieu of closing the stock transfer books, the board may fix in
advance a date as the record date for any such determination of shareholders.
Such record date shall not, in any case, be more than sixty days and, in the
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.
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ARTICLE IX
AMENDMENT OF BYLAWS
SECTION 1. BY DIRECTORS
The board of directors may amend or repeal the Bylaws, or adopt new
Bylaws, unless:
1. The Articles of Incorporation or the Texas Business Corporation Act
reserves the power exclusively to the shareholders in whole or part; or
2. The shareholders in amending, repealing, or adopting a particular
bylaw expressly provide that the board of directors may not amend that bylaw.
SECTION 2. BY SHAREHOLDERS
Unless the Articles of Incorporation or a bylaw adopted by the
shareholders provides otherwise as to all or some portion of the Bylaws, the
shareholders may amend, repeal, or adopt by Bylaws even though the Bylaws may
also be amended, repealed, or adopted by the board of directors.
CERTIFICATION
This is to certify that the foregoing is a true and correct copy of
the Bylaws of the corporation named in the title thereto and that such Bylaws
were duly adopted by the board of directors of said corporation on the date set
forth below.
Dated: 3 March 1993
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Secretary
(seal)
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