Exhibit 3.74
BYLAWS
OF
TXI RIVERSIDE 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 Meetings of Shareholders, commencing with the year
1998, shall be held each year on the second Tuesday of October, if not a legal
holiday, then on the next secular day following, at 10:30 a.m. 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 said duties or
the persons calling the meeting.
SECTION 4. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of Texas as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
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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 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. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.
SECTION 7. 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, an shall be produced and kept at the time
an 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 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.
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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 or her, for as many persons as there are directors to be elected
and for whose election he or she 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 seven (7) 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. 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 or her successor shall be elected and shall
qualify. Directors need not be shareholders. The first Board of Directors shall
hold office until the first annual meeting of shareholders, unless sooner
removed 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 authorized directors immediately
prior to the occurrence of such vacancy. 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
authorized number of directors immediately prior to any such increase. 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, unless sooner displaced.
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.
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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 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 Director shall be held at the
times fixed by resolutions of the Board and at other times upon call of the
Chairman of the Board 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 said 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 meting 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.
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ARTICLE VI
EXECUTIVE COMMITTEE
SECTION 1. The Board of Directors may, by resolution adopted by a
majority of the whole then authorized Board, appoint an Executive Committee to
consist of the Chairman of the Board 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 for whatever reason 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) need be a member of the
Board of Directors. The Board of Directors may appoint from the members of the
Executive Committee, a Chairman of the Executive Committee, if they shall have
established as Executive Committee pursuant to Article VI of these Bylaws.
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SECTION 2. The officers of the corporation shall hold office until
their successors are elected and qualify. 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 or her 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. The Chairman of the Board shall preside at all meetings of
the shareholders and directors, including meeting of the Executive Committee, at
which such officer is present.
The Chairman of the Executive Committee
SECTION 5. The Chairman of the Executive Committee, if such office
shall have been filled by the Board of Directors, shall, in the absence of the
Chairman of the Board, preside at all meetings of the shareholders and
directors.
The President
SECTION 6. 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.
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 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 or she 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 or she shall
be.
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He or she shall have custody of the corporate seal of the corporation and he,
she, 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 or her
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 with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his or her office and for the restoration to the corporation, in
case of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, moneys and other property of whatever kind in his or
her 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.
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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 Delaware.
SECTION 2. The signatures 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 or she 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
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 cancelled 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 a 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
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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.
Registered Shareholders
SECTION 6. The corporation shall be 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 inters 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
Delaware.
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.
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Seal
SECTION 5. 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.
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 fat that any of
the director 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 or she 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 contact or transaction, and
may vote thereat to authorize any such contract or transaction with like force
and effect as if he or she 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 or her from
carrying out transactions with or contracting with the corporation for the
benefit of himself or herself or any firm, corporation, association, trust or
organization in which or with which he or she 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 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
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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 or 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 Delaware 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 Delaware 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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