<Page>
Exhibit 3.16
BYLAWS OF
WESTERN ASSOCIATED ENERGY CORPORATION
ARTICLE ONE
OFFICES
1.01 - The principal office of the corporation shall be in the City of
San Antonio, County of Bexar, State of Texas.
1.02 - The corporation may also have offices at such other places as
the Board of Directors may from time to time appoint, or as the business of the
corporation may require.
ARTICLE TWO
SEAL
2.01 - The Board of Directors shall provide a corporate seal.
ARTICLE THREE
MEETINGS OF SHAREHOLDERS
3.01 - PLACE. All meetings of the shareholders shall beheld at the
offices of JUDSON H. PHELPS, JR:, Attorney at Law, 901 N. E. Loop 410, 826 Alamo
Savings Tower, San Antonio, Texas, or at such other place as the Board of
Directors shall designate from time to time.
3.02 - TIME OF ANNUAL MEETING. An annual meeting of shareholders shall
be held at 10:00 o'clock A.M. on any day except Sunday or other legal holiday
during the month of October of each year as shall be designated by the Board of
Directors from time to time.
3.03 - SPECIAL MEETING. Special meetings of the shareholders may be
called by the President, the Board of Directors, or by the holders of not less
than one-tenth of all the shares entitled to vote at the meeting so called. No
questions may be voted upon at a special meeting of the shareholders unless the
notice of such meeting states that one of the purposes of such meeting will be
to act upon such question or such meeting is attended by all of the shareholders
entitled to vote upon such question and all of the shareholders vote that such
question may then be voted upon at such meeting.
3.04 - NOTICE OF MEETINGS. Written or printed notice stating the place,
day and hour of the meeting and in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than fifty days before the date of the meeting, either personally or by
mail, by, or at the direction of the
1
<Page>
President, the Secretary or the officer or person or persons calling the
meeting, to each shareholder 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. Any notice
of meeting may be waived by written waiver signed prior to the commencement of
said meeting.
3.05 - FIXING RECORD DATE FOR DETERMINATION OF SHAREHOLDERS ENTITLED TO
NOTICE OF AND TO VOTE AT SHAREHOLDERS' MEETING.
(a) For the purpose of determining shareholders entitled to notice of
any meeting of shareholders or any adjournment thereof, the Board
of Directors may, by resolution, provide that the stock transfer
books shall be closed for a period of 10 days immediately
preceding the meeting.
(b) If the Board of Directors do not provide for the closing of the
stock transfer books, relative to a particular meeting, then and
in such event the record time and date for the determination of
shareholders entitled to notice of and to vote at such meeting
shall be the close of business on the 10th day immediately
preceding such meeting.
3.06 - VOTING LIST. The officer or agent having charge of the
corporation's stock transfer books 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. Such list shall be 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 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 and
to vote at any meeting of shareholders.
3.07 - 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 shareholders. 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 shareholder's meeting, unless the vote of a greater number is
required by law.
2
<Page>
3.08 - VOTING OF SHARES.
(a) Each outstanding share of common stock shall be entitled to one
vote on each matter submitted to a vote of a meeting of
shareholders.
(b) Treasury shares, shares of its own stock owned by another
corporation the majority of the voting stock of which is owned or
controlled by it, and shares of its own stock held by a
corporation in a fiduciary capacity shall not be voted, directly
or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given
time.
(c) A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney in
fact. No proxy shall be valid after eleven (11) 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.
(d) At each election for directors, every shareholder entitled to
vote at such election shall have the right to vote in person or
by proxy the number of shares owned by him for as many persons as
there are directors to be elected and for whose election he has a
right to vote. Shareholders may not cumulate their votes by
giving one candidate as many votes as the number of such
directors multiplied by the number of his shares would equal.
(e) Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the
bylaws of such corporation may authorize or, in the absence of
such authorization, as the Board of Directors of such corporation
may determine.
(f) Shares held by an administrator, executor, guardian or
conservator may be voted by him so long as such shares forming
part of an estate are in the possession and form a part of an
estate being served by him, either in person or by proxy, without
a transfer of shares into his name. Shares standing in the name
of a trustee may be voted by him, either in person or by proxy,
but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name as trustee.
(g) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into
his name if authority to do so be contained in an appropriate
order of the court by which such receiver was appointed.
(h) A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name
of the pledgee, and thereafter the pledgee shall be entitled to
vote the shares so transferred.
3
<Page>
3.09 - ACTIONS WITHOUT A MEETING. Any action required by the Texas
Business Corporation Act or required by these bylaws to be taken at a meeting of
the shareholders of the corporation or any action which may be taken at a
meeting of the shareholders may be taken without a meeting if the consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof, and
such consent shall have the same force and effect as a unanimous vote of
shareholders.
ARTICLE FOUR
DIRECTORS
4.01 - MANAGEMENT. The business and affairs of the corporation shall be
managed by the Board of Directors.
4.02 - NUMBER. The initial Board of Directors of the corporation shall
be composed of two (2) members. The authorized number of directors may be
increased or decreased from time to time by amendments to these bylaws,
provided, however, that the number of directors shall never be less than one
(1), and, further, no decrease shall have the effect of shortening the term of
any incumbent director.
4.03 - QUALIFICATIONS. A director need not be a shareholder of the
corporation in order to be elected to the office of director.
4.04 - TERM OF OFFICE. Unless removed in accordance with these bylaws,
each director shall hold office for the term for which he is elected and until
his successor shall have been elected and qualified.
4.05 - REMOVAL. Any director may be removed from his position as
director, either with or without cause, at any special meeting of shareholders
if notice of intention to act upon the question of removing such director shall
have been stated as one of the purposes for the calling of such meeting.
4.06 - VACANCY. A particular directorship shall be considered to be
vacant upon the happening of any one of the following events:
(1) Death of the person holding such directorship.
(2) Resignation of the person holding such directorship.
(3) Refusal of a person elected to a directorship to manifest his
assent to serve.
(4) Removal of a director at a special shareholders' meeting as
provided in Section 4.05 of this Article of these bylaws.
4
<Page>
4.07 - FILLING OF VACANCY. Any vacancy occurring in the Board of
Directors shall be filled at the next meeting of the Board of Directors
following the occurrence of such vacancy. Such vacancy shall be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in such directorship.
4.08 - ELECTION TO NEW DIRECTORSHIP. In the event of the creation of
one or more new directorships by amendment of these bylaws, then any
directorship to be filled by reason of such increase in the number of directors
shall be filled by election at an annual meeting of the shareholders or a
special meeting of the shareholders called for that purpose.
4.09 - QUORUM. A majority of the number of directors shall constitute a
quorum for the transaction of business. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors unless otherwise specifically required by law or these bylaws.
4.10 - REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw immediately after and at the
same place as the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of Texas, for the holding of additional regular meetings without other notice
than such resolution.
4.11 - SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the President or any two directors. Notice of
the call of a special meeting shall be in writing and delivered for transmission
to each of the directors not later than during the third day immediately
preceding the day for which such meeting is called. Notice of any special
meeting may be waived in writing signed by the person or persons entitled to
such notice; such waiver may be executed at any time before or after the time
herein specified for the giving of such notice but not later than the time
specified in such notice for the holding of such special meeting. Attendance of
a director at a special meeting shall constitute a waiver of notice of such
special meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business or the meeting is not
lawfully called or convened.
4.12 - PLACE OF MEETINGS. Unless otherwise specifically provided in
these bylaws, all meetings of the Board of Directors shall be held at the
principal place of business of the corporation; provided, however, this
provision of these bylaws may be waived as to any particular meeting by the
attendance of all of the Directors at such meeting without objection by any one
of them at the time of convening of such meeting that such meeting is not being
convened and held at the principal place of business of the corporation.
4.13 - NO STATEMENT OF PURPOSE OF MEETING REQUIRED. Neither the
business proposed 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.
5
<Page>
4.14 - ACTIONS WITHOUT A MEETING OF DIRECTORS. Any action required or
permitted to be taken at a meeting of the Board of Directors or any Executive
Committee, may be taken without a meeting if consent in writing setting forth
the action so taken is signed by all the members of the Board of Directors or
any Executive Committee, as the case may be. Such consent shall have the same
force and effect as a unanimous vote at a meeting.
ARTICLE FIVE
OFFICERS
5.01 - NUMBER. The officers of the corporation shall be a President,
one or more Vice Presidents (the number thereof to be determined by the Board of
Directors), a Treasurer, and a Secretary, and such assistant treasurers,
assistant secretaries or other officers as may be elected by the Board of
Directors. Any two or more offices may be held by the same person, except the
President and Secretary shall not be the same person. In the event there are two
or more Vice Presidents, the Board of Directors may designate one of such Vice
Presidents the Executive Vice President.
5.02 - ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of shareholders or as soon
thereafter as conveniently as vacancies may be filled. Each officer shall hold
office until his successor shall have been duly elected and shall have qualified
or until his death or until he shall resign or shall have been removed in the
manner herein provided.
5.03 - REMOVAL. Any officer or agent or member of the executive
committee elected or appointed by the Board of Directors may be removed by the
Board of Directors whenever in its judgment the best interest of the corporation
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
5.04 - VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
5.05 - PRESIDENT. The President shall be the principal executive
officer of the corporation and 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 shall sign, with the Secretary or
an assistant secretary, 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 to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed; and in general he 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.
6
<Page>
5.06 - EXECUTIVE VICE PRESIDENT. In the event the Board of Directors
shall designate one of the Vice Presidents of the corporation as Executive Vice
President, as authorized in Article 5.01, such Executive Vice President shall,
in the absence of the President, or when delegated by the President, perform 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.
5.07 - VICE PRESIDENT. In the absence of the President and the
Executive Vice President (if any has been designated by the Board of Directors),
any Vice President may perform the duties of the President, and when so acting,
shall have all of the powers and be subject to all of the restrictions placed
upon the President, and the Vice President shall perform such other duties as
from time to time may be assigned to him by the President, the Executive Vice
President, or by the Board of Directors.
5.08 - THE TREASURER. The Treasurer shall have charge and custody of
and be responsible for all funds and securities of the corporation, receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all moneys in the name of the corporation in such banks,
trust companies or other depositories as shall be selected by the Board of
Directors; and in general perform all the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him by
the Board of Directors.
5.09 - THE SECRETARY. The Secretary shall: (a) keep the minutes of the
shareholders' and of the Board of Directors' meetings in one, or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (c) be custodian of
the corporate records of the corporation in accordance with the provisions of
these bylaws; (d) keep a register of the post office address of each
shareholder; (e) sign with the President certificates for shares of the
corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
5.10 - ASSISTANT TREASURERS OR ASSISTANT SECRETARIES. The assistant
secretaries as thereunto authorized by the Board of Directors may sign with the
President certificates for shares of the corporation, the issue of which shall
have been authorized by a resolution of the Board of Directors. The assistant
treasurers and assistant secretaries, in general, shall perform such duties as
shall be assigned to them by the Treasurer or the Secretary, respectively, or by
the President or the Board of Directors.
5.11 - SALARIES. The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
7
<Page>
ARTICLE SIX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
6.01 - INDEMNIFICATION. The corporation shall indemnify each of its
directors or officers or its former directors and officers or any person who may
have served at its request as a director or officer of another corporation in
which it owns shares of capital stock or of which it is a creditor against
expenses actually and reasonably incurred by him in connection with the defense
of any action, suit or proceeding, civil or criminal, in which he is made a
party by reason of being or having been such director or officer, except in
relation to matters as to which he shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the performance of his
duty to such corporation. Negligence or misconduct for this purpose shall be
deemed to include willful misfeasance, bad faith, gross negligence or the
reckless disregard of the duties involved in the conduct of his office. A
conviction or judgment (whether based on a plea of guilty or polo contendere or
its equivalent, or after trial) in a criminal action, suit or proceeding shall
not be deemed an adjudication of liability for negligence or misconduct in the
performance of duty to the corporation if the director, officer or other person
acted in good faith in what he considered to be the best interests of the
corporation and without reasonable cause to believe that the action upon which
the judgment of conviction is predicated was illegal. In the absence of an
adjudication which expressly absolves the director, officer or other person of
liability to the corporation or its stockholders for negligence and misconduct
within the meaning thereof, as used herein, or in the event of a settlement, the
right to indemnification of each director, officer or other person shall be
conditioned upon the prior determination by a resolution adopted by two-thirds
of those members of the Board of Directors who are not involved in the action,
suit or proceeding that the director or officer has no liability by reason of
negligence or misconduct, within the meaning thereof as used herein, or, in the
alternative, if a majority of the Board of Directors are involved in the action,
suit or proceedings, such determination shall have been made by independent
counsel. The right to indemnification provided for herein shall extend to and
include the heirs, personal representatives, executors and administrators of any
deceased officer, director or other persons above described.
6.02 - INDEMNIFICATION IN SECURITIES MATTERS. In the event that a claim
for indemnification under the provisions of 6.01 hereof is made for liabilities
arising under the Securities Act of 1933, as amended and supplemented, the
indemnification shall not be made or allowed unless (1) the claim for
indemnification under the circumstances is predicated upon the prior successful
defense by the applicant of any action, suit or proceedings, (2) the Board of
Directors receives an opinion of counsel of the corporation to the effect that
it has been settled by controlling precedent that indemnification under the
circumstances is not against public policy as expressed in said Act, or (3) a
court of appropriate jurisdiction finally adjudicates in an action, suit or
proceeding in which the issue is submitted to the court by the corporation prior
to allowance of the claim that indemnification under the circumstances is not
contrary to the public policy expressed in said Act.
6.03 - TYPES OF ACTIONS. The provisions of 6.01 and 6.02 shall apply to
any action, suit or proceeding by or in the right of the corporation, as well as
to other actions, suits or proceedings, whatsoever the nature thereof or the
claim or cause of action asserted therein.
8
<Page>
6.04 - OTHER RIGHTS. The right of indemnification provided for in 6.01
and 6.02 shall be in amplication, and not in limitation, of any other right,
relief or remedy to which the directors, officers and other persons referred to
therein may be entitled according to law.
6.05 - RELIANCE UPON CORPORATE RECORDS. Every officer, director or
member of any committee appointed by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
opinion of counsel of the corporation and upon the books of account or reports
made to the corporation by any of its officials, or by an independent certified
public accountant, or by an appraiser selected with reasonable care by the Board
of Directors, or by such committee, or in relying in good faith upon other
records of the corporation.
ARTICLE SEVEN
CONTRACTS, LOANS, CHECKS AND DEPOSITS
7.01 - CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
7.02 - LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
7.03 - CHECKS, DRAFTS, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
7.04 - DEPOSITS. All funds of the corporation not otherwise employed
shall .be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.
ARTICLE EIGHT
CERTIFICATES FOR SHARES
8.01 - CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an assistant secretary and shall be sealed
with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise indentified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for alike number of
shares shall have been surrendered and cancelled,
9
<Page>
except that in case of a lost, destroyed or mutilated certificate a new one may
be issued therefor upon such terms and indemnity to the corporation as the Board
of Directors may prescribe.
8.02 - TRANSFER OF SHARES. Transfers of shares of the corporation shall
be made only on the books of the corporation by the holder of record thereof or
by his legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation.
ARTICLE NINE
FISCAL YEAR
9.01 - The fiscal year of the corporation shall be determined by the
Board of Directors.
ARTICLE TEN
DIVIDENDS
10.01 - The Board of Directors may from time to time declare and the
corporation may pay dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE ELEVEN
AMENDMENT OF BYLAWS
11.01 - The initial bylaws of the corporation shall be adopted by its
Board of Directors. The power to alter, amend, or repeal the bylaws or adopt new
bylaws, subject to repeal or change by action of the shareholders, shall be
vested in the Board of Directors. The bylaws of this corporation may contain any
provisions for the regulation and management of the affairs of the corporation
not inconsistent with law or the articles of incorporation.
10