Exhibit 3.29
BY-LAWS
OF
CREOLE CORPORATION
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SECTION 1. In addition to its principal office in the State of Delaware,
the Corporation may also have offices at such other places both within and
without the State of Delaware as the Board of Directors shall from time to time
determine.
SECTION 2. All meetings of the stockholders for the election of directors
shall be held in the City of Dallas, State of Texas, at such place within such
city as the Board of Directors may determine and which shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof. Meetings
of stockholders for any other purpose may be held at such time and place, within
or without the State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
SECTION 3. An annual meeting of the stockholders of the Corporation,
commencing with the year 1966, shall be held on the third Friday of October in
each year, at 9:30 o'clock in the forenoon, unless such day is a legal holiday,
in which case such meeting shall be held on the first day thereafter which is
not a legal holiday. At such meeting the stockholders entitled to vote thereat
shall elect by a plurality vote a board of directors, and may transact such
other business as may properly be brought before the meeting.
SECTION 4. Special meetings of the stockholders of the Corporation, for any
purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be held, upon call of the Chairman of the
Board of Directors, the President, the Board of Directors or the Executive
Committee and shall be held at the request in writing of stockholders owning a
majority in amount of the entire outstanding capital stock having voting power.
Such call shall state the time, place and purposes of the meeting.
SECTION 5. Notice of the time and place of every meeting of stockholders
and of the business to be acted on at such meeting shall be mailed by the
Secretary or the officer performing his duties, at least ten days before
the meeting, to each stockholder of record having voting power and entitled to
such notice at his last known post office address; provided, however, that if a
stockholder be present at a meeting, or in writing waives notice thereof before
or after the meeting, notice of the meeting to such stockholder shall be
unnecessary.
SECTION 6. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, during ordinary business hours, for a period
of at least ten days prior to the election, either at a place within the city,
town or village where the election is to be held and which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
said meeting is to be held, and the list shall be produced and kept at the time
and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
SECTION 7. The holders of a majority of the stock of the Corporation issued
and outstanding and having voting power present in person or represented by
proxy shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute, by the
certificate of incorporation, or by these by-laws, but less than a quorum shall
have power to adjourn any meeting from time to time without notice other than
announcement at the meeting. The holders of a majority of the stock present and
entitled to vote at a duly qualified meeting of stockholders shall have power to
act, unless the question is one upon which by express provision of the statutes
or of the certificate of incorporation or of these by-laws a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
SECTION 8. At every meeting of stockholders each stockholder entitled to
vote thereat shall be entitled to one vote for each share of stock having voting
power registered in his name on the books of the Corporation, and may vote and
otherwise act in person or by proxy appointed by an instrument in
writing subscribed by such stockholder; but no proxy shall be voted upon more
than three (3) years after its date unless such proxy provides for a longer
period.
SECTION 9. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the certificate of incorporation or of these
by-laws, the meeting and vote of stockholders may be dispensed with if all the
stockholders who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate action being taken.
SECTION 10. The property and business of the Corporation shall be managed
by a Board of not less than 3, nor more than 15 directors. The first board shall
consist of three directors. Thereafter, within the limits herein specified, the
number of directors shall be fixed and may be changed, from time to time, by
resolution of the Board of Directors or by the stockholders at the annual
meeting. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 11 of these by-laws, and each
director elected shall hold office until his successor shall be elected and
shall qualify. Directors need not be stockholders.
SECTION 11. If any vacancies occur in the Board of Directors caused by
death, resignation, retirement, disqualification or removal from office of any
director or otherwise, or any new directorship is created by any increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, may choose a successor or successors, or fill the
newly created directorship, and the directors so chosen shall hold office until
the next annual election of directors and until their successors shall be duly
elected and qualified, unless sooner displaced.
SECTION 12. Meetings of the Board of Directors shall be held at the times
fixed by resolutions of the Board or upon call of the Chairman of the Board, the
President or any two directors and such meetings, whether regular or special,
may be held either within or without the State of Delaware. The Secretary or
officer performing his duties shall give reasonable notice (which need not in
any event exceed two (2) days) of all meetings of directors, provided that a
meeting may be held without notice immediately after the annual election, and
notice need not be given of regular meetings held at times fixed by resolution
of the Board. Meetings may be held at any
time without notice if all the directors are present or if those not present
waive notice either before or after the meeting. Notice by mail or telegraph to
the usual business or residence address of the directors not less than the time
above specified before the meeting shall be sufficient. One-third of the
directors, but in no case less than 2 directors, shall constitute a quorum for
the transaction of business, and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
certificate of incorporation or by these by-laws.
SECTION 13. The Board of Directors shall have power to authorize the
payment of compensation to the directors for services to the Corporation,
including fees for attendance at meetings of the Board of Directors, of the
Executive Committee and of other committees and to determine the amount of such
compensation and fees.
SECTION 14. The Board of Directors, as soon as may be after the election of
directors in each year, may appoint one of their number Chairman of the Board
and shall appoint one of their number President of the Corporation,
and shall also appoint one or more Vice-Presidents, a Secretary and a Treasurer,
and shall from time to time appoint such other officers as they may deem proper,
none of whom need to be a member of the Board of Directors. Two or more offices
may be held by the same person, except that where the offices of president and
secretary are held by the same person, such person shall not hold any other
office.
SECTION 15. The term of office of all officers shall be until the next
election of directors and until their respective successors are chosen and
qualified, or until they shall die or resign but any officer may be removed from
office at any time by the Board of Directors. Vacancies in any office may be
filled by the Board at any meeting.
SECTION 16. The officers of the Corporation shall have such powers and
duties as usually pertain to their offices, except as modified by the Board of
Directors, and shall also have such powers and duties as may from time to time
be conferred upon them by the Board of Directors. Without limiting the
generality of the foregoing provision, the Chairman of the Board of Directors or
the President, if there be no Chairman of the Board, shall
be the chief executive officer of the corporation and shall preside at all
meetings of the stockholders and directors at which such officer is present.
SECTION 17. The Board of Directors, as soon as may be after the election in
each year, may, by a resolution passed by a majority of the whole Board, appoint
an Executive Committee, to consist of the Chairman of the Board, or the
President, and such number of the directors as the Board may from time to time
determine, which shall have and may exercise during the intervals between the
meetings of the Board all the powers vested in the Board except the power to
fill vacancies in the Board, the power to change the membership of or fill
vacancies in said Committee and the power to change the By-laws. The Board shall
have the power at any time to change the membership of such Committee and to
fill vacancies in it. The Executive Committee may make rules for the conduct of
its business and may appoint such committees and assistants as it may deem
necessary. A majority of the members of said committee shall constitute a
quorum. The Chairman of the Board or the President, if there is no Chairman of
the Board, shall be the Chairman of the Executive Committee.
SECTION 18. In addition to the Executive Committee, the Board of Directors
may, by resolution passed by a majority of the whole Board, designate one or
more other committees, each committee to consist of two or more of the directors
of the Corporation, which, to the extent provided in said resolution, shall have
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may have power to authorize the
seal of the Corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.
SECTION 19. Whenever under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed. Whenever notice is required to be given, a waiver
thereof in writing signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
SECTION 20. Certificates of stock shall be of such form and device as the
Board of Directors may elect and shall be signed by the Chairman of the Board of
Directors, the President, or a Vice-President and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, but where any such
certificate is signed (1) by a transfer agent or an assistant transfer agent or
(2) by a transfer clerk acting on behalf of the Corporation and by a registrar,
the signatures of any such officers of the Corporation may be facsimiles,
engraved or printed.
SECTION 21. The stock of the Corporation shall be transferable or
assignable only on the books of the Corporation by the holders in person, or by
attorney, on the surrender of the certificates therefor. The Board of Directors
may appoint one or more transfer agents and registrars of the stock.
SECTION 22. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock
as the holder in fact thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.
SECTION 23. 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 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 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 24. The Board of Directors shall have the power to close the stock
transfer books of the Corporation
for a period not exceeding Fifty (50) days preceding the date of any meeting of
stockholders, or the date for payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not exceeding fifty (50)
days in connection with obtaining the consent of stockholders for any purpose.
In lieu of closing the stock transfer books as aforesaid, the Board of Directors
is hereby authorized to fix in advance a date, not exceeding fifty (50) days
preceding the date of any meeting of stockholders or the date for the payment of
any dividend or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of and to vote at, any such
meeting and any adjournment thereof, or entitled to receive payment of any such
dividends, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholders as
shall be
stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.
SECTION 25. The Board of Directors is authorized to select such
depositaries as they shall deem proper for the funds of the Corporation. All
checks and drafts against such deposited funds shall be signed and countersigned
by persons to be specified by the Board of Directors.
SECTION 26. The corporate seal of the Corporation shall be in such form as
the Board of Directors shall prescribe. Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
SECTION 27. Every person who now is or hereafter shall be a director,
officer or employee of the Corporation, shall be indemnified by the Corporation
against all costs and expenses (including counsel fees) actually and necessarily
incurred by him in connection with or resulting
from any action, suit or proceeding of whatever nature to which he is or shall
be made a party by reason of his being or having been a director, officer or
employee of the Corporation, or of another company in which this Corporation
owns shares of capital stock or of which it is a creditor (whether or not he is
such director, officer or employee at the time he is made a party to such
action, suit or proceeding or at the time such costs or expenses are incurred by
him), 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 duties as such director, officer or employee; provided,
however, that in the event such action, suit or proceeding shall be settled or
compromised, such right of indemnification shall be applicable only if it shall
be determined by a majority of the Board of Directors (without including any
such director for the purpose of determining the majority or a quorum) that said
director, officer or employee had not in any substantial way been derelict in
the performance of his duties, as charged in such action, suit or proceeding.
Such right of indemnification shall not be deemed exclusive of any other rights
to which any such person may
now or hereafter be otherwise entitled pursuant to statute, agreement, vote of
stockholders, or otherwise.
SECTION 28. These by-laws may be altered or repealed at any regular meeting
of the stockholders or at any special meeting of the stockholders at which a
quorum is present or represented, provided notice of the proposed alteration or
repeal be contained in the notice of such special meeting, by the affirmative
vote of a majority of the stock entitled to vote at such meeting and present or
represented thereat, or by the affirmative vote of a majority of the board of
directors at any regular meeting of the board or at any special meeting of the
board if notice of the proposed alteration or repeal be contained in the notice
of such special meeting; provided, however, that no change of the time or place
of the meeting for the election of directors shall be made within sixty days
next before the day on which such meeting is to be held, and that in case of any
change of such time or place, notice thereof shall be given to each stockholder
in person or by letter mailed to his last known post-office address at least
twenty days before the meeting is held.