Exhibit 3.10
BY-LAWS
OF
BROOK HOLLOW PROPERTIES, INC.
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ARTICLE I
OFFICES
Section 1. The registered office shall be located in the City of
Dallas, County of Dallas, State of Texas.
Section 2. The corporation may also have offices at such other places
within or without the State of Texas as the board of directors may from time to
time determine or as the business of the corporation may require.
Section 2. Amended 9/9/64. See Addenda
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders shall be held in the City of
Dallas, State of Texas.
Section 2. An annual meeting of shareholders, commencing in the year
1963, shall be held at 10:00 o'clock in the forenoon on the second Wednesday of
September in each, year, unless such day is a legal holiday, in which case such
meeting shall be held at the specified time on the first day thereafter which is
not a legal holiday. At such meeting the shareholders entitled to vote thereat
shall elect by plurality vote ________ directors, ___ may transact such other
business as may properly _______ before the meeting.
Section 3. Special meetings of the shareholders may be called by the
Chairman of the Board of Directors, the president, the
board of directors or the holders of not less than one-tenth of all shares
entitled to vote at the meeting.
Section 4. 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 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 notes shall be deemed to be delivered when deposited in
the United States mail addressed to the shareholder at his address as it appears
on the stock transfer books of the corporation, with postage thereon prepaid.
Section 5. Business transacted at any special meeting shall be
confined to the purposes stated in the notice thereof.
Section 6. The holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at meetings of
shareholders except as otherwise provided in the articles of incorporation. If,
however, a quorum shall not be present or represented at any meeting of the
shareholders, the shareholders present in person or represented by proxy shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting. Until a quorum shall be present or represented. At
such _______ 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.
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Section 7. The vote of the holders of a majority of the shares
entitled to vote _____________ at a meeting at which a quorum is present shall
be the act of the shareholders meeting, unless _____ of a greater number is
required by law or the articles of incorporation.
Section 8. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
class are limited or denied by the articles of incorporation. 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.
Section 9. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or by his ____ 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 in no event shall it
remain irrevocable for the period of more than eleven (11) months.
Section 10. The officer or agent having charge of the 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, arranged in alphabetical order, with the address of and
number of shares held
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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 book or
to vote at any such meeting of shareholders.
Section 11. Any action required by the statutes to be taken at a
meeting of the shareholders, or any action which may be taken at a meeting of
the shareholders, may be taken without a meeting if a 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.
Section 1 amended 9/9/64 See Addenda
ARTICLE III
DIRECTORS
Section 1. The number of directors of the corporation shall be three
(3). The directors shall be elected at the annual meeting of the shareholders,
except as provided in Section 2 of this Article, and each director elected shall
hold office until his successor is elected and qualified. Directors need not be
residents of the State of Texas or shareholders of the corporation.
Section 2. 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 board of directors.
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A director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors shall be filled by election at an annual
meeting or at a special meeting of the shareholders entitled to vote called for
that purpose.
Section 3. The business and affairs of the corporation shall be
managed by its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the articles of incorporation or by these by-laws directed or required to be
exercised and done by the shareholders.
Section 4. Meetings of the board of directors, regular or special, may
be held either within or without the State of Texas.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, providing a quorum shall be present. In the event of the failure of the
shareholders to fix the time and place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the time
and place so fixed by the shareholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
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Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board of directors may be called by
the Chairman of the Board of Directors or the president and shall be called by
the secretary on the written request of two directors. Written notice of special
meetings of the board of directors shall be given to each director at least
three days before the date of the meeting. Neither the business to be transacted
at ____ 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. A majority of the directors shall constitute a quorum for
the transaction of business and 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 a greater number is required by the articles of incorporation.
If a quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. The board of directors, by resolution adopted by a majority
of the whole board may designate __________ more directors to constitute an
_____________ _____ ___ committee, unless its authority shall be _________
limited by resolution, shall have and may __________ of the authority of the
board of directors in the business and affairs of the corporation except
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where action of the board of directors is specified by statute. Vacancies in the
membership of the committee shall be filled by the board of directors at a
regular or special meeting of the board of directors. The executive committee
shall keep regular minutes of its proceedings and report the same to the board
when required. The designation of such committee and the delegation thereto of
authority shall not operate to relieve the board of directors, or any member
thereof, of any responsibility imposed upon it or him by law.
ARTICLE IV
NOTICES
Section 1. Notices to directors and shareholders shall be in writing
and delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when same shall be mailed. Notice to directors
may also be given by telegram.
Section 2. Whenever any notice is required to be given to any
shareholder or director under the provisions of the statutes or of the articles
of incorporation or of these by-laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be equivalent to the giving of such notice.
Section 3. Attendance of a director at a meeting shall constitute a
waiver of notice of such 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
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lawfully called or convened.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall consist of a
president, one or more vice presidents, a secretary and a treasurer, and may
include a Chairman of the Board, each of whom shall be elected by the board of
directors. Any two or more offices may be held by the same person, except that
the president and secretary shall not be the same person.
Section 2. The board of directors at its first meeting after each
annual meeting of shareholders, shall choose a president, one or more vice
presidents, a secretary and a treasurer, none of whom need be a member of the
board, and may appoint one of their number Chairman of the Board.
Section 3. Such other officers and assistant officers and agents as
may be deemed necessary may be elected or appointed by the board of directors.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. 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 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. Any vacancy
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occurring in any office of the corporation by death, resignation, removal or
otherwise shall be filled by the board of directors.
Section 6. The board of directors may designate whether the Chairman
of the Board, if such an officer shall have been appointed, or the president
shall be the chief executive officer of the corporation. The officer so
designated as the chief executive officer shall preside at all meetings of the
shareholders and the board of directors and shall have such other powers and
duties as usually pertain to such office or as may be delegated by the board of
directors. The president shall have such powers and, duties as usually pertain
to such office, except as the same may be modified by the board of directors.
Unless the board of directors shall otherwise delegate such duties, the
president shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
Section 8. The vice president in order of their seniority, unless
otherwise determined by the board of directors, shall, in the absence or
disability of the president, perform the duties and exercise the powers of the
president. They shall perform
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such other duties and have such other powers as the board of directors shall
prescribe.
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the treasurer or an assistant
secretary.
Section 10. The assistant secretaries in the order of their seniority,
unless otherwise determined by the board of directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the power of the
secretary. They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
Section 11. The treasurer shall have the custody of the corporate
fund's and securities and shall keep _____ and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories
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as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors at
its regular meetings or when the board of directors so requires an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 14. The assistant treasurers in the order of their seniority,
unless otherwise determined by the board of directors, shall, in the absence or
disability of the treasurer, perform the duties and exercise the powers of the
treasurer. They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The corporation shall deliver certificates representing all
shares to which shareholders are entitled; and such certificates shall be signed
by the president or a vice president,
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and the secretary or an assistant secretary of the corporation, and may be
sealed with the seal of the corporation or a facsimile thereof. No certificate
shall be issued for any share until the consideration therefor has been fully
paid. Each certificate representing shares shall state upon the face thereof
that the corporation is organized under the laws of the State of Texas, the name
of the person to whom issued, the number and class and the designation of the
series, if any, which such certificate represents, and the par value of each
share represented by such certificate or a statement that the shares are without
par value.
Section 2. The signatures of the president or vice president and the
secretary or assistant secretary upon a certificate may be facsimiles, if the
certificate is countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or an employee of the corporation. In case any
officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of the issuance.
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a
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condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or 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 alleged to have
been lost or destroyed.
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, fifty days. If the stock transfer books
shall be 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 of directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than fifty
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days, and, in case of a meeting of shareholders, not less than ten days, prior
to the date on which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the board of directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except where the
determination has been made through the closing of stock transfer books and the
stated period of closing has expired.
Section 6. The corporation shall be entitled to recognize the
exclusive rights of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of Texas.
ARTICLE VII
GENERAL PROVISIONS
Section 1. The board of directors may declare and the corporation may
pay dividends on its outstanding shares in cash,
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property, or its own shares pursuant to law and subject to the provisions of its
articles of incorporation.
Section 2. The board of directors may by resolution create a reserve
or reserves out of earned surplus for any proper purpose or purposes, and may
abolish any such reserve in the same manner.
Section 3. The board of directors must, when requested by the holders
of at least one third of the outstanding shares of the corporation, present
written reports of the situation and amount of business of the corporation.
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation and may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced
ARTICLE VIII
AMENDMENTS
These by-laws may be altered, amended or repealed at any regular or
special meeting of the board of directors.
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To the Secretary of State
of the State of Texas:
C T Corporation System, as the registered agent for the domestic and
foreign corporations named on the attached list submits the following statement
for the purpose of changing the registered office for such corporations, in the
State of Texas:
1. The name of the corporation is See attached list
2. The post office address of its present registered office is c/o C T
CORPORATION SYSTEM, 1601 ELM STREET, DALLAS, TEXAS 75201
3. The post office address to which its registered office is to be changed is
c/o C T CORPORATION SYSTEM, 350 N. ST. PAUL STREET, DALLAS, TEXAS 75201
4. The name of its present registered agent is C T CORPORATION SYSTEM
5. The name of its successor registered agent is C T CORPORATION SYSTEM
6. The post office address of its registered office and the post office
address of the business office of its registered agent, as changed, will be
identical.
7. Notice of this change of address has been given in writing to each
corporation named on the attached list 10 days prior to the date of filing
of this certificate.
Dated July 2, 1990.
C T CORPORATION SYSTEM
By /s/ Illegible
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Its Vice President