Exhibit 3.54
BYLAWS
OF
TXI AVIATION, INC.
ARTICLE I
OFFICES
SECTION 1. In addition to its principal office in the State of Texas, the
corporation may also have offices at such other places both within and without
the State of Texas as the Board of Directors shall from time to time determine.
ARTICLE II
ANNUAL MEETING OF SHAREHOLDERS
SECTION 1. All meetings of shareholders for the election of Directors shall
be held in the City of Dallas, State of Texas, at such place as may be fixed
from time to time by the Board of Directors, or at such other place either
within or without the State of Texas as shall be designated from time to time by
the Board of Directors and as stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
SECTION 2. Annual meeting of Shareholders, commencing with the year 1983,
shall be held each year on the second Tuesday of May, if not a legal holiday,
then on the next secular day following, at 10:00 in the forenoon, at which they
shall elect, by a plurality vote, a Board of Directors, and transact such other
business as may properly be brought before the meeting; provided, however, that
the shareholders may, by a written agreement signed by the holders of all
outstanding shares of stock entitled to general voting rights, establish a
manner of election or selection of directors other than by a plurality vote
during the term of such written agreement.
SECTION 3. Written or printed notice of every meeting of shareholders
stating the place, day and, hour and purpose of the meeting shall be delivered
to each shareholder of record entitled to vote at such meeting not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by the Secretary, the officer performing his duties or
the persons calling the meeting.
SECTION 4. Special meetings of shareholders for any purpose may be held at
such time and place within or without the State of Texas as shall he stated in
the notice of the meeting or in a duly executed waiver of notice thereof.
SECTION 5. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman of the Board, the President or any
two (2) members of the Board of Directors, and shall be held at the request, in
writing, of shareholders owning not less than one-half (1/2) of the entire
capital stock having voting power.
SECTION 6. At least ten (10) days before every election of directors, a
complete list of shareholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open to the
examination of any shareholder at the office of the corporation in the City of
Dallas, Texas for said ten (10) days, and shall be produced and kept at the
time and place of election during the whole of the time thereof, subject to the
inspection of any shareholder who may be present.
ARTICLE III
QUORUM AND VOTING OF STOCK
SECTION 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such 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 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.
SECTION 2. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power, present in person or represented
by proxy, shall decide any question brought before such meeting, unless the
question is one upon which, by express provision
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of the statutes or of the Certificate of Incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
SECTION 3. Each outstanding share of stock having voting power shall be
entitled to one (1) vote on each matter submitted to a vote at a meeting of
shareholders. 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 three (3) years from the date of its execution unless
otherwise provided in such proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable or unless otherwise made irrevocable by law.
Subject to the provision set forth in Section 2 of Article II of these
Bylaws, in all elections for directors, every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares of stock
owned by him, for as many persons as there are directors to be elected and for
whose election he has a right to vote, but there shall be no right to cumulative
voting.
SECTION 4. Any action required to be taken at a meeting of 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.
ARTICLE IV
DIRECTORS
SECTION 1. The property and business of the corporation shall be managed by
a Board of not less than three (3) nor more than ten (10) directors. The first
Board shall consist of three (3) 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 shareholders at the
annual meeting of the shareholders. The directors, other than the first Board of
Directors, shall be elected at the annual meeting of shareholders, except as
provided in Section 2 of this Article IV of these Bylaws, and each director
elected shall hold office until his successor shall be elected and shall
qualify, or until his earlier resignation or removal. Directors need not be
shareholders. The first Board of Directors shall hold office until the first
annual meeting of shareholders, unless sooner removed
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by an affirmative vote of the majority of the issued and outstanding shares of
stock entitled to vote on the elections of directors as hereinafter provided.
SECTION 2. Any vacancy occurring in the Board of Directors may be filled by
affirmative vote of a majority of the directors then in office, though less than
a quorum. A director elected to fill a vacancy shall be elected for the
unexpired portion of the term of his predecessor in office.
Any directorships to be filled by reason of an increase in the number of
directors may be filled by the affirmative vote of a majority of the directors
then in office, though less than a quorum. A director elected to fill a newly
created directorship shall serve until the next succeeding annual meeting of
shareholders and until his successor shall have been duly elected and qualified,
or until his earlier resignation or removal.
Any director may be removed at any time, for cause or without cause, by an
affirmative vote of the holders of a majority of the issued and outstanding
shares of stock entitled to vote on the elections of directors.
SECTION 3. The business 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 Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders.
SECTION 4. The directors may keep the books of the corporation, except such
as are required by law to be kept within or without the State of Texas, at such
place or places as they from time to time determine.
SECTION 5. 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.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. The first meeting of each newly elected Board of Directors shall
be held at the same place as the annual meeting of the shareholders immediately
after such
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meeting or at such other time and place 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.
SECTION 2. Meetings of the Board of Directors shall be held at the times
fixed by resolutions of the Board and at other times upon call of the Chairman
of the Board, the President or any two (2) directors and such meetings, whether
regular or special, may be held either within or without the State of Texas. The
Secretary or officer performing his duties shall give reasonable notice (which
shall be at least, but need not in any event exceed ten (10) days) of all
meetings of directors, provided that a meeting may be held without notice
immediately after the annual meeting of shareholders, and notice need not be
given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all directors are present or
if those not present sign written waivers of 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. A majority of the then authorized directors shall constitute a
quorum for the transaction of business and the act of a majority of the then
authorized directors shall be the act of the Board of Directors.
SECTION 3. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. 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 4. Any action required or permitted to be taken at any meeting of
the Board of Directors, or any committee thereof, may be taken without a meeting
if all members of the Board, or such committee, consent thereto in writing and
the writing or writings are filed with the minutes of the proceedings of the
Board or committee.
ARTICLE VI
EXECUTIVE COMMITTEE
SECTION 1. The Board of Directors may, by resolution adopted by a majority
of the whole then authorized Board,
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appoint an Executive Committee to consist of the Chairman of the Board, or, if
the corporation has no Chairman of the Board, the President and such number of
the directors as the majority of the whole of said Board may from time to time
determine, which committee, to the extent provided in such resolution, shall
have and exercise all of the authority of the Board of Directors in the
management of the corporation, except as otherwise required by law. Vacancies in
the membership of the Committee shall be filled by a majority of the whole said
Board 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.
ARTICLE VII
NOTICES
SECTION 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or shareholder; it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage prepaid, and such notice shall be deemed to be given
at the time when the same shall be deposited in the United States Postal
Service. Notice to any director or shareholder may also be given by telegram or
delivered in person.
SECTION 2. Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the Certificate of
Incorporation or these Bylaws, 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 deemed equivalent to the giving of such notice.
ARTICLE VIII
OFFICERS
SECTION 1. The Board of Directors, as soon as may be after the election of
directors in each year, shall elect a President, one or more Vice Presidents, a
Secretary and a Treasurer, and may from time to time elect a Chairman of the
Board and such other officers as they may deem proper. None of such officers
(except for the Chairman of the Board, or the President, if the corporation has
no Chairman of the Board) need be a member of the Board of Directors.
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SECTION 2. The officers of the corporation shall hold office until their
successors are elected and qualify, or until their earlier resignation or
removal. Any officer elected or appointed by the Board of Directors may be
removed at any time with or without cause by the affirmative vote of a majority
of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.
SECTION 3. The Board of Directors may authorize the execution of contracts
of employment between the corporation and one (1) or more of the officers of the
corporation. Removal of any such officer from his office without cause by the
directors shall not of itself affect any right to compensation which such
removed officer may have under such contract.
The Chairman of the Board
SECTION 4. If the corporation has a Chairman of the Board, the Chairman of
the Board shall preside at all meetings of the shareholders and directors,
including meetings of the Executive Committee, at which such officer is present.
Otherwise, the President shall preside at such meetings.
The President
SECTION 5. Except as otherwise provided by the Board of Directors, the
President shall be the chief executive officer of the corporation and shall
have, within the limitations and subject to the procedures established from time
to time by resolution of the Board of Directors, 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 6. The President 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.
The Vice Presidents
SECTION 7. The Vice President, if there shall be one, or if there shall be
more than one, the Vice Presidents, in the order 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 and shall
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perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
The Secretary and Assistant Secretaries
SECTION 8. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
such meetings 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 have custody of the corporate seal of the corporation and he, or an
Assistant Secretary, shall have the authority to affix the same to any
instrument requiring it and when so affixed it may be attested by his signature
or by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the corporation and
to attest the affixing by his signature.
SECTION 9. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries, in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
The Treasurer and Assistant Treasurers
SECTION 10. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full 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 as may be designated by the Board of Directors.
SECTION 11. The Treasurer 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 12. If required by the Board of Directors, the Treasurer shall give
the corporation a bond in such sum and
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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, moneys and other property of
whatever kind in his possession or under his control belonging to the
corporation.
SECTION 13. The Assistant Treasurer, or, if there shall be more than one,
the Assistant Treasurers, in the order 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 and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.
ARTICLE IX
CERTIFICATES FOR SHARES
SECTION 1. The shares of the corporation shall be represented by
certificates signed by the President or a Vice President and the Secretary or an
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.
When the corporation is authorized to issue shares of more than one class,
every certificate shall set forth upon the face or back of such certificate a
statement of the designations, preferences, limitations and relative rights of
the shares of each class authorized to be issued, as required by the laws of the
State of Texas.
SECTION 2. The signaures of the officers of the corporation 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 any 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
issue.
Lost Certificates
SECTION 3. The Board of Directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the corporation alleged to
have been lost or destroyed. When authorizing such issue of a new
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certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.
Transfer of Shares
SECTION 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate canceled and the transaction recorded upon the books of the
corporation.
Closing of Transfer 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 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 (50) 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 (10) 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 (50) 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. 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 adjourment thereof.
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Registered Shareholders
SECTION 6. The corporation shall he entitled to recognize the exclusive
right 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 X
GENERAL PROVISIONS
Dividends
SECTION 1. Subject to the provisions of the Certificate of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Certificate of Incorporation.
SECTION 2. Before payment of any dividend, there may be set aside, out of
any funds of the corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for repairing or maintaining any property
of the corporation, or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.
Checks
SECTION 3. 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.
Fiscal Year
SECTION 4. The fiscal year of the corporation shall begin on the first day
of June in each year, unless otherwise provided by the Board of Directors.
Seal
SECTION 5. The corporate seal of the corporation shall
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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.
Reliance on Books and Statements
SECTION 6. A director shall be fully protected in relying in good faith
upon the books of account of the corporation or statements prepared by any of
its officials as to the value and amount of the assets, liabilities and/or net
profits of the corporation, or any other facts pertinent to the existence and
amount of surplus or other funds from which dividends might properly be declared
and paid.
Contracts - Interest of Director
SECTION 7. No contract or other transaction between the corporation and any
other corporation and no other act of the corporation shall, in the absence of
fraud, be invalidated or in any way affected by the fact that any of the
directors of the corporation are pecuniarily or otherwise interested in such
contract, transaction or other act, or are directors or officers of such other
corporation. Any director of the corporation, individually, or any firm or
association of which any such director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or transaction of
the corporation, provided that the fact that he individually or such firm or
association is so interested shall be disclosed or shall have been known to the
Board of Directors; and any director of the corporation who is so interested may
be counted in determining the existence of a quorum at any meeting of the Board
of Directors which shall authorize any such contract or transaction, and may
vote thereat to authorize any such contract or transaction with like force and
effect as if he were not such director or officer of such other corporation or
not so interested, every director of the corporation being hereby relieved from
any disability which might otherwise prevent him from carrying out transactions
with or contracting with the corporation for the benefit of himself or any firm,
corporation, association, trust or organization in which or with which he may be
in anywise interested or connected.
Any contract, transaction or act of the corporation or by the Board of
Directors which shall be ratified by a majority of the shareholders entitled to
vote at any annual meeting or at any special meeting called for that purpose
shall be as valid and binding as though ratified by every shareholder of the
corporation; provided, however, that any failure of the shareholders to approve
or ratify such
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contract, transaction or act when and if submitted, shall not be deemed in any
way to invalidate the same or to deprive the corporation, its directors or
officers of their right to proceed with such contract, transaction or action.
Indemnification - Directors and Officers
SECTION 8. The corporation may indemnify every person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, by
reason of the fact that said person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amount paid in settlement incurred by said person in
connection with such action, suit or proceeding, to the full extent permitted by
the laws of the State of Texas in effect from time to time. The corporation
shall have the right and power to purchase and maintain insurance in such
principal amounts as shall be approved by resolution of the Board of Directors
of the corporation from time to time on behalf of each said person against any
liability asserted against and incurred by said person in any such aforesaid
capacity, or arising out of said person's status as such, to the full extent
permitted by the laws of the State of Texas in effect from time to time.
ARTICLE XI
AMENDMENTS
These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any regular or special meeting of shareholders, or of the directors,
at which a quorum is present or represented, by the affirmative vote of a
majority of the outstanding stock entitled to vote, or of a majority of the
directors of the corporation, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting.
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