Exhibit 3.30
BYLAWS
OF
WING INDUSTRIES, INC.
(HEREIN REFERRED TO AS THE "CORPORATION")
ARTICLE I.
CAPITAL STOCK
SECTION 1. CERTIFICATES REPRESENTING SHARES. The Corporation shall
deliver certificates representing shares to which shareholders are entitled in
such form as shall be approved by the Board of Directors, or the Corporation may
issue uncertificated shares in accordance with the requirements of the Texas
Business Corporation Act. Each certificate shall bear on its face the statement
that the Corporation is organized in Texas, the name of the shareholder to whom
the certificate is being issued, the name of the Corporation, the number, class
and series of shares issued and the par value or a statement that the shares are
without par value. Each certificate shall also contain, on its face or back, all
recitations or references required by law. Certificates for shares of the
Corporation shall be issued only when consideration for the shares has been
fully paid. Such certificates shall be signed by the President or a Vice
President and the Secretary or any Assistant Secretary, and may be sealed with
the seal of the Corporation or a facsimile thereof. Where any such certificate
is countersigned by a transfer agent or registered by a registrar, either of
which is other than the Corporation itself or an employee of the Corporation,
the signatures of any such President or Vice President and Secretary or
Assistant Secretary may be facsimiles. In case any officer who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if he were such officer at the date of
its issuance. The certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued.
SECTION 2. SHAREHOLDERS OF RECORD. The Board of Directors of the
Corporation may appoint one or more transfer agents or registrars of any
class of stock of the Corporation. Unless and until such appointment is made,
the Secretary of the Corporation shall maintain, among other records, a stock
transfer book, the stubs in which shall set forth the names and addresses of
the holders of all issued shares of the Corporation, the number of shares
held by each, the certificate numbers representing such shares, the date of
issue of the certificates representing such shares, and whether or not such
shares
originate from original issues or from transfer. The names and addresses of
shareholders as they appear on the stock transfer book shall be the official
list of shareholders of record of the Corporation for all purposes. The
Corporation shall be entitled to treat the holder of record of any shares of
the Corporation as the owner thereof for all purposes, and shall not be bound
to recognize any equitable or other claim to, or interest in, such shares or
any rights deriving from such shares, on the part of any other person,
including (but without limitation) a purchaser, assignee or transferee,
unless and until such other person becomes the holder of record of such
shares, whether or not the Corporation shall have either actual or
constructive notice of the interest of such other person.
SECTION 3. TRANSFER OF SHARES. The shares of the Corporation shall
be transferable on the stock transfer book of the Corporation by the holder of
record thereof, or his duly authorized attorney or legal representative, upon
endorsement and surrender for cancellation of the certificates representing such
shares. All certificates surrendered for transfer shall be cancelled and no new
certificate shall be issued until a former certificate or certificates for a
like number of shares shall have been surrendered and cancelled, except that in
the case of a lost, destroyed or mutilated certificate, a new certificate may be
issued therefor upon such conditions for the protection of the Corporation and
any transfer agent or registrar as the Board of Directors or the secretary may
prescribe. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its sole discretion and as a condition precedent to
the issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate or certificates alleged
to have been lost or destroyed.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of shareholders shall be
held at the registered office of the Corporation in the City of Dallas, Texas or
at such other place within or without the State of Texas as may be designated by
the Board of Directors or officer calling the meeting.
SECTION 2. ANNUAL MEETING. Commencing with the year 1997, annual
meetings of the shareholders shall be held on the first Tuesday of May each year
at such hour as may be designated in the notice of the meeting, if such day is
not a legal holiday, and if a holiday, then on the first following day that is
not a legal holiday. If the annual meeting is not held on the date above
specified, the Board of Directors shall cause a meeting in lieu thereof to be
held as soon thereafter as convenient, and any business transacted or election
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held at that meeting shall be as valid as if held at the annual meeting.
Failure to hold the annual meeting at the designated time shall not work a
dissolution of the Corporation.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders
may be called at any time by the President, the executive committee or the Board
of Directors. Special meetings of shareholders may also be called by the
Secretary upon the written request of the holders of at least ten percent (10%)
of the outstanding stock entitled to be voted at such meeting, unless the
Articles of Incorporation provide for a number of shares greater than or less
than ten percent (10%), in which event special meetings of the shareholders may
be called by the holders of at least the percentage of shares so specified in
the Articles of Incorporation, but in no event shall the Articles of
Incorporation provide for a number of shares greater than fifty percent (50%).
Such request shall state the purpose or purposes of such meeting and the matters
proposed to be acted on thereat.
SECTION 4. NOTICE OF MEETING. Written notice of all meetings,
stating the place, day and hour of the meeting and in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days before the
meeting, either personally or by mail, by or at the direction of the
President, the Secretary or the officer or person 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 book of the Corporation, with postage thereon prepaid. Notice for an
adjourned meeting is not necessary unless the meeting is adjourned for thirty
days or more, in which case, notice of the adjourned meeting shall be given
as in the case of any special meeting. Any notice required to be given to any
shareholder under any provision of the Texas Business Corporation Act, the
Articles of Incorporation or these Bylaws need not be given to the
shareholder if (1) notice of two consecutive annual meetings and all notices
of meetings held during the period between those annual meetings, if any, or
(2) all (but in no event less than two) payments (if sent by first class
mail) of distributions or interest on securities during a twelve (12) month
period have been mailed to that person, addressed at his address as shown on
the records of the Corporation, and have been returned undeliverable. Any
action or meeting taken or held without notice to such a person shall have
the same force and effect as if the notice had been duly given and, if the
action taken by the Corporation is reflected in any articles or document
filed with the Texas Secretary of State, those articles or that document may
state that notice was duly given to all persons to whom notice was required
to be given. If such a person delivers to the Corporation a written notice
setting forth his then current address, the requirement that notice be given
to that person shall be reinstated.
SECTION 5. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. The
Board of Directors may fix, in advance, a date as the record date for the
purpose of determining shareholders entitled to notice of, or to vote at, any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive any distribution, dividend or the
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allotment of any rights, or in order to make a determination of shareholders
for any other proper purpose. Such date, in any case, shall be not more than
sixty (60) days, and in case of a meeting of shareholders not less than ten
(10) days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken. In lieu of fixing a record
date, the Board of Directors may provide that the stock transfer book shall
be closed for a stated period, but not to exceed, in any case, sixty (60)
days. If the stock transfer book is closed for the purpose of determining
shareholders entitled to notice of, or to vote at, a meeting of shareholders,
such book shall be closed for at least ten (10) days immediately preceding
such meeting.
SECTION 6. VOTING LIST. The officer or agent having charge of the
stock transfer book of the Corporation shall make, at least ten (10) 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 shareholder, 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 book shall be prima facie evidence as to the identity of
the shareholders entitled to examine such list or transfer books or to vote at
any meeting of shareholders. Failure to comply with any requirements of this
Section 6 shall not affect the validity of any action taken at such meeting.
SECTION 7. VOTING AT MEETINGS. Any holder of shares of the
Corporation entitled to vote shall be entitled to one vote for each such share,
either in person or by proxy executed in writing by him or by his duly
authorized attorney in fact. Voting on any resolution at the meeting shall be by
voice, unless any shareholder demands a ballot vote before the voting begins. No
proxy shall be valid after eleven months from the date of its execution unless
otherwise provided in the proxy. Each proxy shall be revocable unless the proxy
form conspicuously states that the proxy is irrevocable and the proxy is coupled
with an interest, including the appointment as proxy of (a) a pledgee, (b) a
person who purchased or agreed to purchase, or owns or holds an option to
purchase, the shares, (c) a creditor of the Corporation who extended its credit
under terms requiring the appointment, (d) an employee of the Corporation whose
employment contract requires the appointment, or (e) a party to a voting
agreement created under the Texas Business Corporation Act. A revocable proxy
shall be deemed to have been revoked if the Secretary of the Corporation shall
have received at or before the meeting instructions or revocation or a proxy
bearing a later date, which instructions or proxy shall have been duly executed
and dated in writing by the shareholder.
SECTION 8. QUORUM OF SHAREHOLDERS. The holders of a majority of
shares entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting
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of shareholders, but, if a quorum is not represented, a majority in interest
of those represented may adjourn the meeting from time to time, without
notice of adjournment other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting, at which a quorum
shall be present or represented, any business may be transacted which might
have been transacted at the meeting as originally notified. The vote of the
holders of a majority of the shares entitled to vote, and, thus, represented,
at a meeting at which a quorum is present, shall be the act of the
shareholders' meeting, unless the vote of a greater number is required by
law, the Articles of Incorporation or these Bylaws.
SECTION 9. OFFICERS. The President shall preside at, and the
Secretary shall keep the records of, each meeting of shareholders. In the
absence of either such officer, his or her duties shall be performed by another
director or officer of the Corporation appointed at the meeting.
ARTICLE III.
DIRECTORS
SECTION 1. NUMBER AND TENURE. The business and affairs of the
Corporation shall be managed by a Board of Directors, consisting initially of
two (2) members. The number of members on the Board of Directors may be
increased or decreased from time to time by resolution of the Board of
Directors, provided that no decrease shall have the effect of shortening the
term of any incumbent director. Unless sooner removed in accordance with these
Bylaws, members of the Board of Directors shall hold office until the next
annual meeting of shareholders and until their successors shall have been
elected and qualified. Directors need not be shareholders of the Corporation.
SECTION 2. VACANCIES. Any vacancy occurring in 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 entire Board. Any directorship to be
filled by reason of an increase in the number of directors may be filled by the
Board of Directors for a term of office continuing only until the next election
of one or more directors by the shareholders provided that the Board of
Directors may not fill more than two such directorships during the period
between any two successive annual meetings of shareholders. Any vacancy
occurring in the Board of Directors or any directorship to be filled by reason
of an increase in the number of directors may be filled by election at an annual
or special meeting of shareholders called for that purpose. A director elected
to fill a vacancy shall be elected for the unexpired term of his predecessor in
office.
SECTION 3. PLACE OF MEETING. Meetings of the Board of Directors may
be held either within or without the State of Texas, at whatever place is
specified by the officer
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calling the meeting. In the absence of specific designation, the meetings
shall be held at the office of the Corporation in the City of Dallas, Texas.
SECTION 4. REGULAR MEETINGS. The Board of Directors shall meet each
year immediately following the annual meeting of the shareholders, at the place
of such meeting, for the transaction of such business as may properly be brought
before it. The Board of Directors may designate other times for the conduct of
regular meetings of the Board of Directors. No notice of annual meetings or
regular meetings for which the Board of Directors has designated a time need be
given to members of the Board of Directors.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at any time upon the call of the President, or any two
(2) directors of the Corporation. Notice shall be sent by mail or telegram to
the last known address of each director at least four (4) days before the
meeting. Oral notice may be substituted for such written notice if given not
later than one day before the meeting. Notice of the time, place and purpose
of such meeting may be waived in writing before or after such meeting, and
shall be equivalent to the giving of notice. Attendance of a director at such
meeting shall also constitute a waiver of notice thereof, except where such
director attends for the announced purpose of objecting to the transaction of
any business on the ground that the meeting is not lawfully called or
convened. Except as otherwise herein provided, neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of
such meeting.
SECTION 6. QUORUM. A majority of the number of directors fixed by
or in the manner provided in these Bylaws, as from time to time amended,
shall constitute a quorum for the transaction of business, but a smaller
number may adjourn the meeting from time to time until they can secure the
attendance of a quorum. The act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board of
Directors. Any regular or special directors' meeting may be adjourned from
time to time by those present, whether a quorum is present or not.
SECTION 7. COMPENSATION. Directors as such shall not receive any
stated salary for their services, but, by resolution of the Board, a fixed sum
and expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board; provided, that nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
SECTION 8. REMOVAL. Any and all directors may be removed, either for
or without cause, at any special meeting of shareholders by the affirmative vote
of a majority of the outstanding shares entitled to vote at elections of
directors. The notice calling such meeting shall give notice of the intention to
act upon such matter, and if the notice so provides, the vacancy caused by such
removal may be filled at such meeting by vote of a
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majority of the shares represented at such meeting and entitled to vote for
the election of directors.
SECTION 9. COMMITTEES. The Board of Directors may, by resolution,
designate an executive Committee and one (1) or more other committees to
conduct the business and affairs of the Corporation, to the extent authorized
by the resolution and subject to the restrictions of the Texas Business
Corporation Act. The Board of Directors, by majority vote, shall have the
power at any time to change the powers and members of any committee, to fill
vacancies and to terminate the existence of any committee. Members of any
committee shall receive such compensation as the Board of Directors may from
time to time provide. The designation of any committee and the delegation
thereto of authority shall not operate to relieve the Board of Directors, or
any member thereof, of any responsibility imposed by law. Every committee so
designated shall keep regular minutes of the proceedings and regularly report
the minutes to the Board of Directors.
ARTICLE IV.
OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall be
elected by the Board of Directors and shall, at a minimum, consist of a
President and a Secretary. The Board of Directors may elect such other officers,
including a Chairman of the Board, a Vice President or Vice Presidents, a
Treasurer, and Assistant Secretaries and Assistant Treasurers, and appoint such
agents, as it may deem necessary or desirable. All officers shall, unless
otherwise removed by the Board of Directors, hold office until their successors
are elected and qualified. Any two or more offices may be held by the same
person. The salaries of the officers shall be determined by the Board of
Directors, and may be altered by the Board from time to time, except as
otherwise provided by contract. All officers shall be entitled to be paid or
reimbursed for all costs and expenditures incurred in the Corporation's
business.
SECTION 2. VACANCIES. Whenever any vacancies shall occur in any
office by death, resignation, increase in the number of officers of the
Corporation, or otherwise, the same shall be filled by the Board of Directors,
and the officer so elected shall, unless otherwise removed by the Board of
Directors, hold office until his successor is chosen and qualified.
SECTION 3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever, in its
judgment, the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights.
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SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
there shall be such an officer, shall, if present, preside at all meetings of
the Board of Directors and exercise and perform such other powers and duties
as may from time to time be assigned to the Chairman by the Board of
Directors or prescribed by these Bylaws.
SECTION 5. PRESIDENT. Subject to the supervisory powers, if any,
that may be given by the Board of Directors to the Chairman of the Board, if
there be such an officer, the President shall be the principal executive officer
of the Corporation, and subject to the control of the Board of Directors, shall,
in general, supervise and control all of the business and affairs of the
Corporation. The President shall preside at all meetings of the shareholders
and, in the absence of the Chairman of the Board, of the Board of Directors. The
President may sign, with the Secretary or any other proper officer of the
Corporation hereunto authorized by the Board of Directors, certificates for
shares of the Corporation, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed and executed;
and in general shall perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of Directors from time to
time.
SECTION 6. VICE PRESIDENT. Any Vice President, if there shall be
such an officer, may perform the usual and customary duties that pertain to such
office (but no unusual or extraordinary duties or powers conferred by the Board
of Directors upon the President) and, under the direction and subject to the
control of the Board of Directors, such other duties as may be assigned to him
or her.
SECTION 7. SECRETARY. It shall be the duty of the Secretary to
send any and all required notices of and to attend all meetings of the
shareholders and Board of Directors and record correctly the proceedings of
such meetings in a book suitable for that purpose. It shall also be the duty
of the Secretary to attest with his or her signature and the seal of the
Corporation all stock certificates issued by the Corporation and to keep a
stock transfer book in which shall be correctly recorded all transactions
pertaining to the capital stock of the Corporation. The Secretary shall
attest and keep at the registered office of the Corporation the original or a
copy of these Bylaws, as they may be amended, and the original of the
Articles of Incorporation, as they may be amended. The Secretary shall also
attest with his or her signature and the seal of the Corporation all deeds,
conveyances or other instruments requiring the seal of the Corporation. The
person holding the office of Secretary shall also perform, under the
direction and subject to the control of the Board of Directors, such other
duties as may be assigned to him or her. The duties of the Secretary may also
be performed by any Assistant Secretary.
SECTION 8. TREASURER. The Treasurer, if there shall be such an
officer, shall keep such moneys of the Corporation as may be entrusted to his or
her keeping and account for
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the same. The Treasurer shall be prepared at all times to give information as
to the condition of the Corporation and shall make a detailed annual report
of the entire business and financial condition of the Corporation. The person
holding the office of Treasurer shall also perform, under the direction and
subject to the control of the Board of Directors, such other duties as may be
assigned to him or her. The duties of the Treasurer may also be performed by
any Assistant Treasurer.
SECTION 9. DELEGATION OF AUTHORITY. In the case of any absence of
any officer of the Corporation or for any other reason that the Board may deem
sufficient, the Board of Directors may delegate some or all of the powers or
duties of such officer to any other officer or to any director, employee,
shareholder or agent for whatever period of time seems desirable, providing that
a majority of the entire Board concurs therein.
ARTICLE V.
INDEMNIFICATION AND INSURANCE
SECTION 1. INDEMNIFICATION OF DIRECTORS.
A. DEFINITIONS.
For purposes of this Article:
(1) "Expenses" include court costs and attorneys' fees.
(2) "Official capacity" means
(a) when used with respect to a director, the
office of director in the Corporation, and
(b) when used with respect to a person other than a
director, the elective or appointive office in the
Corporation held by the officer or the employment or
agency relationship undertaken by the employee or agent
on behalf of the Corporation, but
(c) in both clauses (a) and (b) of this subsection A(2),
such term does not include service for any other foreign
or domestic corporation or any partnership, joint
venture, sole proprietorship, trust, employee benefit
plan, or other enterprise.
(3) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, any
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appeal in such an action, suit, or proceeding, and any inquiry or
investigation that could lead to such an action, suit, or proceeding.
B. INDEMNIFICATION WHERE DIRECTOR HAS BEEN WHOLLY SUCCESSFUL IN THE
PROCEEDING. The Corporation shall indemnify a director against reasonable
expenses incurred by him in connection with a proceeding in which he is a party
because he is or was a director if he has been wholly successful, on the merits
or otherwise, in the defense of the proceeding.
C. INDEMNIFICATION WHERE DIRECTOR HAS NOT BEEN WHOLLY SUCCESSFUL IN
PROCEEDING.
(1) The Corporation shall indemnify a person who was, is, or is
threatened to be made a named defendant or respondent in a proceeding because
the person is or was a director of the Corporation, and who does not qualify for
indemnification under subsection B of this Section, if it is determined, in
accordance with the procedure set out in subsection C(4) of this Section, that
the person:
(a) conducted himself in good faith;
(b) reasonably believed:
(i) in the case of conduct in his official capacity as
a director of the Corporation, that his conduct
was in the Corporation's best interest; and
(ii) in all other cases, that his conduct was at least
not opposed to the Corporation's best interests;
and
(c) in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful.
(2) The termination of a proceeding by judgment, order,
settlement, or conviction, or on a plea of nolo contendere or its equivalent,
is not of itself determinative that the person did not meet the requirements
set forth in subsection C(1) of this Section. A person shall be deemed to
have been found liable in respect of any claim, issue or matter only after
the person shall have been so adjudged by a court of competent jurisdiction
after exhaustion of all appeals therefrom.
(3) A person may be indemnified under subsection C(1) of this
Section against judgments, penalties (including excise and similar taxes),
fines, settlements, and reasonable expenses actually incurred by the person in
connection with the proceeding; but if the person is found liable to the
Corporation or is found liable on the basis that personal
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benefit was improperly received by the person, the indemnification (a) is
limited to reasonable expenses actually incurred by the person in connection
with the proceeding and (b) shall not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of his duty to the Corporation.
(4) Any indemnification under subsection C(1) of this Section shall
be made by the Corporation only upon a determination that indemnification of the
director is proper in the circumstances because he has met the applicable
standard of conduct. Such determination shall be made:
(a) by the Board of Directors by a majority vote of a quorum
consisting of directors who, at the time of such vote,
are not named defendants or respondents in the
proceeding;
(b) if such a quorum cannot be obtained, then by
a majority vote of a committee of the Board
of Directors, duly designated to act in the
matter by a majority vote of all directors
(in which designation directors who are named
defendants or respondents in the proceeding
may participate), such committee to consist
solely of two (2) or more directors who, at
the time of the committee vote, are not named
defendants or respondents in the proceeding;
(c) by special legal counsel selected by the
Board of Directors or a committee thereof by
vote as set forth in clauses (a) or (b) of
this subsection C(4) or, if the requisite
quorum of all of the directors cannot be
obtained therefor and such committee cannot
be established, by a majority vote of all of
the directors (in which directors who are
named defendants or respondents in the
proceeding may participate); or
(d) by the shareholders in a vote that excludes the shares
held by directors who are named defendants or
respondents in the proceeding.
Determination as to reasonableness of expenses shall be made in the
same manner as the determination that indemnification is proper, except hat if
the determination that indemnification is proper is made by special legal
counsel, determination as to reasonableness of expenses must be made in the
manner specified in clause (c) of this subsection C(4) for the selection of
special legal counsel. In the event a determination is made under this
subsection C(4) that a director has met the applicable standard of conduct as to
some matters but not as to others, amounts to be indemnified may be reasonably
prorated.
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(5) Except to the extent permitted by subsection C(3) of this
Section, a director may not be indemnified under subsection C(1) of this Section
in respect of a proceeding:
(a) in which the director is found liable on the basis that
personal benefit was improperly received by him, whether
or not the benefit resulted from an action taken in the
director's official capacity; or
(b) in which the person is found liable to the Corporation.
D. COURT-ORDERED INDEMNIFICATION. A director may apply to a court of
competent jurisdiction for indemnification from the Corporation, whether or not
he has met the requirements set forth in subsection C(1) of this Section or has
been adjudged liable in the circumstances described by subsection C(5) of this
Section. If a director of the Corporation seeks to obtain court-ordered
indemnification, the Corporation and its Board of Directors shall cooperate
fully with such director in satisfying the procedural steps required therefor.
E. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by a
director who was, is, or is threatened to be made a named defendant or
respondent in a proceeding shall be paid or reimbursed by the Corporation at
reasonable intervals in advance of the final disposition of the proceeding, and
without making any of the determinations specified in subsection C(4) of this
Section, after receipt by the Corporation of:
(1) a written affirmation by such director of his good faith
belief that he has met the standard of conduct necessary for
indemnification under this Article; and
(2) a written undertaking by or on behalf of such director to
repay the amount paid or reimbursed by the Corporation if it
shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article.
Such written undertaking shall be an unlimited general
obligation of the director but need not be secured and it may
be accepted by the Corporation without reference to financial
ability to make repayment.
F. DIRECTORS AS WITNESSES. The Corporation shall pay or reimburse
expenses incurred by a director in connection with his appearance as a witness
or other participation in a proceeding at a time when he is not a named
defendant or respondent in the proceeding.
G. NOTICE TO SHAREHOLDERS. Any indemnification of or advancement of
expenses to a director in accordance with this Section shall be reported in
writing to the shareholders of the Corporation with or before the notice or
waiver of notice of the next
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shareholders' meeting or with or before the next submission to shareholders
of a consent to action without a meeting and, in any case, within the twelve
(12) month period immediately following the date of the indemnification or
advance.
H. DIRECTORS' SERVICES TO BENEFIT PLANS. For purposes of this
Article, the Corporation is deemed to have requested a director to serve an
employee benefit plan whenever the performance by him of his duties to the
Corporation also imposes duties on or otherwise involves service by him to the
plan or participants or beneficiaries of the plan. Excise taxes assessed on a
director with respect to any employee benefit plan pursuant to applicable law
are deemed fines. Action taken or omitted by him with respect to an employee
benefit plan in the performance of his duties for a purpose reasonably believed
by him to be in the interest of the participants and beneficiaries of the plan
is deemed to be for a purpose which is not opposed to the best interests of the
Corporation.
SECTION 2. INDEMNIFICATION OF OFFICERS. EMPLOYEES.
AGENTS AND OTHERS.
A. IN GENERAL. The Corporation shall indemnify and advance expenses
to an officer, employee, or agent of the Corporation in the same manner and to
the same extent as is provided by Section l of this Article for a director. An
officer is entitled to seek indemnification to the same extent as a director.
B. INDEMNIFICATION FOR SERVICE TO OTHER ENTERPRISES. The Corporation
may indemnify and advance expenses to persons who are not or were not officers,
employees, or agents of the Corporation but who are or were 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 to the same extent that it may
indemnify and advance expenses to directors under this Article.
C. ADDITIONAL RIGHTS TO INDEMNIFICATION. The Corporation may, at the
discretion of the Board of Directors in view of all the relevant circumstances,
indemnify and advance expenses to a person who is an officer, employee, or agent
of the Corporation and who is not a director of the Corporation or a person
identified in subsection B of this Section and who is not a director of the
Corporation to such further extent, consistent with law, as may be provided by
the Articles of Incorporation, by general or specific actions of the Board of
Directors, by contract, or as permitted or required by common law.
SECTION 3. CONTINUING OFFER; RELIANCE: EFFECT OF
AMENDMENT.
The provisions of this Article are for the benefit of, and may be
enforced by, each director, officer, employee, agent or person identified in
subsection B of Section 2, the same as if set forth in their entirety in a
written instrument duly executed and delivered
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by the Corporation and such person, and constitute a continuing offer to all
present and future persons occupying any such position. The Corporation, by
its adoption of these Bylaws, acknowledges and agrees that each such person
has relied upon and will continue to rely upon the provisions of this Article
in agreeing to serve and serving in any of the capacities referred to above,
waives reliance upon, and all notices of acceptance of, such provisions by
each such person and acknowledges and agrees that no present or future person
occupying any such position shall be prejudiced in his right to enforce the
provisions of this Article in accordance with their terms by any act or
failure to act on the part of the Corporation. No amendment, modification or
repeal of this Article or any provision hereof shall in any manner terminate,
reduce or impair the right of any past, present or future director, officer,
employee, agent or person identified in subsection B of Section 2 to be
indemnified by the Corporation, nor the obligation of the Corporation to
indemnify any such person, under and in accordance with the provisions of
this Article as in effect immediately prior to such amendment, modification
or repeal with respect to claims arising from or relating to matters
occurring, in whole or in part, prior to such amendment, modification or
repeal, regardless of when such claims may arise or be asserted.
SECTION 4. INSURANCE.
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
and incurred by him in such a capacity or arising out of this status as such a
person, whether or not the Corporation would have the power to indemnify him
against that liability under Sections l and 2 of this Article. 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.
Without limiting the power of the Corporation to procure or maintain any kind of
insurance or other arrangement, the Corporation may, for the benefit of persons
indemnified by the Corporation, (l) create a trust fund; (2) establish any form
of self-insurance; (3) secure its indemnity obligation by grant of a security
interest or other lien on the assets of the Corporation; or (4) establish a
letter of credit, guaranty, or surety arrangement. The insurance or other
arrangement may be procured, maintained, or established within the Corporation
or with any insurer or other person deemed appropriate by the Board of Directors
regardless of whether all or part of the stock or other securities of the
insurer or other person are owned in whole or part by the Corporation. In the
absence of fraud, the judgment of the Board of Directors as to the terms and
conditions
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of the insurance or other arrangement and the identity of the insurer or
other person participating in an arrangement shall be conclusive and the
insurance or arrangement shall not be voidable and shall not subject the
directors approving the insurance or arrangement to liability, on any ground,
regardless of whether directors participating in the approval are
beneficiaries of the insurance or arrangement.
SECTION 5. SEVERABILITY.
The indemnification provided by this Article shall be subject to all
valid and applicable laws, including, without limitation, Article 2.02-l of the
Texas Business Corporation Act. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer, employee,
agent, or person identified in Section 2.B hereof, as to expenses, judgments,
fines and amounts paid in settlement with respect to any proceeding, to the
fullest extent permitted by any applicable portion of this Article that shall
not have been invalidated and to the fullest extent permitted by applicable law.
If any provision hereof should be held by a court of competent jurisdiction to
be invalid, it shall be limited only to the extent necessary to make such
provision enforceable, it being the intent of this Article to indemnify each
individual who serves or who has served as a director, officer, employee, agent,
or person identified in subsection B of Section 2 to the maximum extent
permitted by law.
ARTICLE VI.
MISCELLANEOUS PROVISIONS
SECTION 1. AMENDMENTS. The Board of Directors shall have the
power to amend or repeal these Bylaws or adopt new Bylaws, unless the
shareholders in amending, repealing or adopting a new Bylaw expressly provide
that the Board of Directors may not amend or repeal that Bylaw. The Board of
Directors may exercise this power at any regular or special meeting at which
a quorum is present by the affirmative vote of a majority of the directors
present at the meeting and without any notice of the action taken with
respect to the Bylaws having been contained in the notice or waiver of notice
of such meeting. Unless the Corporation's Articles of Incorporation or a
Bylaw adopted by the shareholders provide otherwise as to all or some portion
of the Bylaws, the Corporation's shareholders may amend, repeal or adopt
Bylaws even though the Bylaws may also be amended, repealed or adopted by the
Board of Directors. The shareholders may amend, repeal or adopt new Bylaws at
any annual meeting of the shareholders or at any special meeting of the
shareholders at which a quorum is present or represented, provided that
notice of the proposed alteration or repeal is contained in the notice of
such special meeting, by the affirmative vote of a majority of the shares
entitled to vote at such meeting and present or represented thereat. The
directors shall not amend these Bylaws so as to
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effect a change in the time or place of the meeting for the election of
directors within sixty (60) days next before the day on which such meeting is
to be held; furthermore, in case of any change of said time or place, notice
thereof shall be given to each shareholder in person or by letter mailed to
his last known post office address at least twenty (20) days before the
meeting is held.
SECTION 2. WAIVER. Whenever, under the provisions of any law, the
Articles of Incorporation or amendments thereto, or these Bylaws, any notice is
required to be given to any shareholders, director or committee member, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice. Moreover, attendance at any meeting by a shareholder or
director shall constitute a waiver of notice of said meeting by such shareholder
or director unless such individual attends the meeting for the specific purpose
of objecting to the transaction of any business thereat on the ground that the
meeting is not lawfully called or convened.
SECTION 3. CONFERENCE TELEPHONE MEETINGS. Meetings of shareholders,
directors or any committee thereof, may be held by means of conference telephone
or similar communications equipment so long as all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this Section
shall constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business thereat on the ground that the meeting is not
lawfully called or convened.
SECTION 4. ACTION BY WRITTEN CONSENT. Any action that may be taken
at a regular or special meeting of the shareholders, directors or committees may
be taken without a meeting if a consent in writing, setting forth the actions to
be taken, shall be signed by all of those persons entitled to vote at that
meeting, and such consent shall have the same force and effect as a unanimous
vote of said shareholders, directors or committee members. No notice shall be
required in connection with the use of a written consent pursuant to this
Section.
SECTION 5. OFFICES. The principal office of the Corporation shall
be located in Dallas, Texas unless and until changed by resolution of the
Board of Directors. The Corporation may also have offices at such other
places as the Board of Directors may from time to time designate or as the
business of the Corporation may require.
SECTION 6. RESIGNATIONS. Any director or officer may resign at any
time. Such resignations shall be made in writing and shall take effect at the
time specified therein, or, if no time be specified, at the time of its receipt
by the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
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SECTION 7. SEAL. The seal of the Corporation shall be such as from
time to time may be approved by the Board of Directors, but the use of a seal
shall not be essential to the validity of any agreement entered into by the
Corporation, unless otherwise provided by law.
SECTION 8. FISCAL YEAR. The fiscal year of the Corporation shall
end at the close of business on the 30th day of June in each year.
SECTION 9. BOOKS AND RECORDS. The Corporation shall maintain those
books and records as provided by statute and as it may deem necessary or
desirable. All books and records provided for by statute shall be open to
inspection of the shareholders from time to time and to the extent expressly
provided by statute, and not otherwise. The members of the Board of Directors
may examine all such books and records at all reasonable times.
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