EXHIBIT 3.4
B Y L A W S
OF
URCARCO, INC.
ARTICLE I
OFFICES
Section 1. Principal Offices. The principal office of this
corporation shall be maintained at 4304 Kirkland Drive, Fort Worth, Texas 76109,
which shall be the headquarters for the transaction of all business, but, in the
discretion of the Board of Directors, the location of the principal office may
change from time to time and branch offices may be established at other places.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meetings. The annual meeting of the
shareholders of this corporation shall be held at the principal office of the
corporation, on the fourth Wednesday in September of each year, beginning with
the year '1989, at 10:00 a.m., or at such time and place within or without the
state of Texas as may be designated by the Board of Directors, at which meeting
directors shall be selected for the current year and such other business
transacted as may properly come before said meeting.
Section 2. Special Meetings. All special meetings of
shareholders shall be held at the principal office of the corporation or at any
place designated in the notice upon call by a majority of the directors, or upon
written request signed by shareholders holding one-tenth (1/10) of the voting
stock of the corporation, or at the call of the President. No other business
shall be transacted there at except by unanimous consent of all the shareholders
present, whether in person or by proxy.
Section 3. Notice of Meetings. Written or printed notice
stating the date, place and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than fifty (50) 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 notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid.
Section 4. Quorum. The presence at any meeting, in person or
by proxy, of the holders of record of a majority of the shares then issued and
outstanding and entitled to vote shall be necessary and sufficient to constitute
a quorum for the transaction of business, except where provided otherwise by
statute.
Section 5. Adjournments. In the absence of a quorum, a
majority in interest of the shareholders entitled to vote, present in person or
by proxy, or, if no shareholder entitled to vote is present in person or by
proxy, any officer entitled to preside or act as secretary of such meeting, may
adjourn the meeting from time to time until a quorum shall be present.
Section 6. Voting. Directors shall be chosen by a plurality of
the votes cast at the election, and, except where otherwise provided by statute,
all other questions shall be determined by a majority of the votes cast on such
question. Each outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to vote at a meeting of shareholders, except where
provided otherwise by statute or the articles of incorporation of the
corporation. Only such persons shall be permitted to vote at any meeting of
shareholders, either in person or by proxy, as shall have appeared on the books
of the corporation as shareholders thereof for at least ten (10) days prior to
such meeting.
Section 7. Proxies. Any shareholder entitled to vote may vote
by a proxy, provided that the instrument authorizing such proxy to act shall
have been executed in writing (which shall include telegraphing or cabling) by
the shareholder himself or by his duly authorized attorney. No proxy shall be
valid after eleven (11) months from the date of its execution unless otherwise
provided in the proxy. A proxy shall be revocable unless expressly provided
therein to be irrevocable and unless otherwise made irrevocable by law.
Section 8. Judges of Election. The Board of Directors may
appoint judges of election to serve at any election of directors and at
balloting on any other matter that may properly come before a meeting of
shareholders. If no such appointment shall be made, or if any of the judges so
appointed shall fail to attend, or refuse or be unable to serve, then such
appointment may be made by the presiding officer at the meeting.
Section 9. Informal Action. Any action required by law to be
taken at a meeting of the shareholders of a corporation, or any action which may
be taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing,
2.
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof, and such consent
shall have the same force and effect as a unanimous vote of shareholders, and
may be stated as such in any articles or document filed with the Secretary of
State.
Section 10. Participation in Meeting. Shareholders may
participate in and hold a meeting of such shareholders by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section 10 shall constitute presence in person at such meeting,
except where a person participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
ARTICLE III
DIRECTORS
Section 1. Number. The number of directors which shall
constitute the whole Board of Directors shall be fixed from time to time by
resolution of the Board of Directors or shareholders (any such resolution of
either the Board of Directors or shareholders being subject to any later
resolution of either of them), but shall not be less than three (3) nor more
than fifteen (15) and the original directors shall be those specified in the
Articles of Incorporation, and shall serve until the next annual election of
directors or until their successors are appointed and qualified. The number of
directors may be increased or decreased from time to time by amendment to these
Bylaws as provided in ARTICLE IX hereof.
Section 2. Election and Term of Office. The directors shall be
elected at the annual meeting of the shareholders. Each director (whether
elected at an annual meeting or to fill a vacancy or otherwise) shall continue
in office until his successor shall have been elected or until his earlier
death, resignation or removal in the manner hereinafter provided.
Section 3. Vacancies and Additional Directorships. If any
vacancy shall occur among the directors for any reason, the vacancy may be
filled by action of a majority of the remaining directors at any annual or
special meeting or, in default of such meetings or action of the remaining
directors thereat, may be filled by the shareholders at any annual or special
meeting. 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 shareholders called for that purpose. A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor
3.
in office. In the event the entire Board of Directors shall resign or die, any
shareholder of the corporation may call a special shareholders' meeting in a
manner provided in ARTICLE II, Section 2 hereof, at which meeting a new Board of
Directors may be elected, but no other business shall be transacted except as
set forth in said notice.
Section 4. Removal. Any director or the entire Board of
Directors may be removed at any meeting of shareholders called expressly for
that purpose, with or without cause, by a vote of the holders of a majority of
the shares then entitled to vote at an election of directors. Any director may
be removed by a majority vote of the Board of Directors at any regular meeting
or special meeting called for that purpose.
Section 5. Resignation. Any director may resign at any time by
giving written notice of such resignation to the Board of Directors, the
President, any Vice President or the Secretary. Any such resignation shall take
effect at any time specified therein, or, if no time be specified, upon receipt
thereof by the Board of Directors or one of the above named officers; and,
unless specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 6. Annual or Special Meetings. An annual meeting of
the Board of Directors shall be held at the termination of the annual meeting of
the shareholders, for the purpose of electing officers and for the transaction
of such other business as may properly come before the meeting. Special meetings
of the Board may be called by the President upon one (1) day's notice, verbally,
or in writing; and such special meeting shall be called by the Secretary upon
written request of any director. At any annual or special meeting of the Board,
a chairman of the meeting and a secretary of the meeting shall be elected.
Section 7. Place of Meeting. All meetings of the Board of
Directors shall be held at the principal office of the corporation, but may be
held, on notice given to each director, at any place designated in such notice,
either within or without the State of Texas.
Section 8. Quorum. At any annual or special meeting of the
Board of Directors, a majority of the Board of Directors shall constitute a
quorum for the transaction of business. The majority of voices shall decide the
vote of the Board at any annual or special meeting.
Section 9. Informal Action. Any action required by law to be
taken at a meeting of the Board of Directors of a corporation, or any action
which may be taken at a meeting of the Board of Directors, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the Board of Directors, and such consent
4.
shall have the same force and effect as a unanimous vote of the Board of
Directors, and may be stated as such in any document or instrument filed with
the Secretary of State.
Section 10. Participation in Meeting. Members of the Board of
Directors may participate in and hold a meeting of such Board by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 10 shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.
ARTICLE IV
COMMITTEES OF THE BOARD
Section 1. Designation, Power, Alternate Members and Term of
Office. The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist of two
or more of the directors of the Corporation. Any such committee, to the extent
provided in such resolution and to the extent allowed by law, shall have and may
exercise the power of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it. The Board may designate one or
more directors as alternate members of any committee, who, in the order
specified by the Board, may replace any absent or disqualified member at any
meeting of the committee. If at a meeting of any committee one or more of the
members thereof should be absent or disqualified, and if either the Board of
Directors has not so designated any alternate member or members, or the number
of absent or disqualified members exceeds the number of alternate members who
are present at such meeting, then the member or members of such committee
(including alternates) present at any meeting and not disqualifed from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
director to act at the meeting in the place of any such absent or disqualified
member. The term of office of the members of each committee shall be as fixed
from time to time by the Board, subject to these Bylaws; provided, however, that
any committee member who ceases to be a member of the Board shall ipso facto
cease to be a committee member. Each committee shall appoint a secretary, who
may be the Secretary of the Corporation or any Assistant Secretary thereof.
Section 2. Meetings, Notices and Records. Each committee may
provide for the holding of regular meetings, with or
5.
without notice, and may fix the time and place at which such meetings shall be
held. Special meetings of each committee shall be held upon call by or at the
direction of its chairman, or, if there is no chairman, by or at the direction
of any two of its members, at the time and place specified in the respective
notices or waivers of notice thereof. Notice of each special meeting of a
committee shall be mailed to each member of such committee, addressed to him at
his residence or usual place of business, at least two days before the day on
which the meeting is to be held, or shall be sent by telegram, radio or cable,
addressed to him at such place, or telephoned or delivered to him personally,
not later than the day before the day on which the meeting is to be held. Notice
of any meeting of a committee need not be given to any member thereof who shall
attend the meeting in person or who shall waive notice thereof by telegram,
radio, cable or other writing. Notice of any adjourned meeting need not be
given. Each committee shall keep a record of its proceedings.
Section 3. Quorum and Manner of Acting. At each meeting of any
committee the presence of one-third but not less than two of its members then in
office shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of such committee; in the
absence of a quorum, a majority of the members present at the time and place of
any meeting may adjourn the meeting from time to time until a quorum shall be
present. Subject to the foregoing and other provisions of these Bylaws and
except as otherwise determined by the Board of Directors, each committee may
make rules for the conduct of its business. Any determination made in writing
and signed by all the members of such committee shall be as effective as if made
by such committee at a meeting.
Section 4. Resignations. Any member of a committee may resign
at any time by giving written notice of such resignation to the Board of
Directors, the Chairman of the Board, the President or the Secretary of the
Corporation. Unless otherwise specified in such notice, such resignation shall
take effect upon receipt thereof by the Board or any such officer.
Section 5. Removal. Any member of any committee may be removed
at any time by the Board of Directors with or without cause.
Section 6. Vacancies. If any vacancy shall occur in any
committee by reason of death, resignation, disqualification, removal or
otherwise, the remaining members of such committee, though less than a quorum,
shall continue to act until such vacancy is filled by the Board of Directors.
6.
Section 7. Compensation. Committee members shall receive such
reasonable compensation for their services as such, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine. Nothing herein contained
shall be construed to preclude any committee member from serving the Corporation
in any other capacity and receiving compensation therefor.
ARTICLE V
OFFICERS
Section 1. Number. The officers of the corporation shall be a
President, one or more Vice Presidents, a Secretary, a Treasurer and, if the
Board of Directors so determines, a Chairman of the Board, and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this ARTICLE V.
Section 2. Election and Term of Office. Each officer (except
such officers as may be appointed in accordance with the provisions of Section 3
of this ARTICLE V) shall be elected by the Board of Directors. The Board of
Directors may combine any two or more offices to be held by the same person.
Each officer (whether elected at the first meeting of the Board of Directors
after the annual meeting of shareholders or to fill a vacancy or otherwise)
shall hold his office until the first meeting of the Board of Directors after
the next annual meeting of shareholders and until his successor shall have been
elected, or until his death, or until he shall have resigned in the manner
provided in Section 4 of this ARTICLE V or shall have been removed in the manner
provided in Section 5 of this ARTICLE V.
Section 3. Subordinate Officers and Agents. The Board of
Directors from time to time may appoint other officers or agents (including one
or more Assistant Vice Presidents, one or more Assistant Secretaries and one or
more Assistant Treasurers) to hold office for such period, have such authority
and perform such duties as are provided in these Bylaws or as may be provided in
the resolutions appointing them. The Board of Directors may delegate to any
officer or agent the power to appoint any such subordinate officers or agents
and to prescribe their respective terms of office, authorities and duties.
Section 4. Resignations. Any officer may resign at any time by
giving written notice of such resignation to the Board of Directors, the
President, a Vice President or the Secretary. Unless otherwise specified in such
written notice, such resignation shall take effect upon receipt thereof by the
Board of Directors or any such officer.
7.
Section 5. Removal. Any officer specifically designated in
Section 1 of this ARTICLE V may be removed at any time, either with or without
cause, at any meeting of the Board of Directors by the vote of a majority of all
the directors then in office. Any officer or agent appointed in accordance with
the provisions of Section 3 of this ARTICLE V may be removed, either with or
without cause, by the Board of Directors at any meeting, by the vote of a
majority of the directors at such meeting, or by any superior officer or agent
upon whom such power of removal shall have been conferred by the Board of
Directors.
Section 6. Vacancies. A vacancy in any office by reason of
death, resignation, removal, disqualification or any other cause shall be filled
for the unexpired portion of the term in the manner prescribed by these Bylaws
for regular election or appointment to such office.
Section 7. Chief Executive Officer. The Chief Executive
Officer of the corporation shall be either the Chairman of the Board or the
President, as the Board of Directors shall determine. Subject to the direction
of the Board of Directors, he shall have general charge of the business, affairs
and property of the corporation and general supervision over its officers and
agents. As such Chief Executive Officer, if present, he shall preside at all
meetings of shareholders and he shall see that all orders and resolutions of the
Board of Directors are carried into effect. He may sign, with any other officer
thereunto duly authorized, certificates of stock of the corporation, the
issuance of which shall have been duly authorized (the signature to which may be
a facsimile signature), and may sign and execute in the name of the corporation
deeds, mortgages, bonds, contracts, agreements or other instruments duly
authorized by the Board of Directors except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent. From time to time he shall report to the Board of
Directors all matters within his knowledge which the interest of the corporation
may require to be brought to its attention. He shall also perform such other
duties as are given to him by these Bylaws or as from time to time may be
assigned to him by the Board of Directors.
Section 8. The Chairman of the Board. The Chairman of the
Board, if one is appointed, shall preside at all meetings of the directors and
shall have such other powers and duties as shall be prescribed by the Board of
Directors. The Chairman of the Board shall be a member, ex officio, of all
committees appointed by the Board.
Section 9. The President. The President, in the absence of the
Chairman of the Board, shall perform the duties and exercise the powers of the
Chairman of the Board; he shall
8.
have such power as may be by statute exclusively conferred upon the President
and he shall have such other powers and duties as shall be prescribed by the
Board of Directors. The President shall be a member, ex officio, of all
committees appointed by the Board.
Section 10. The Vice Presidents. At the request of the
President or in his absence or disability, the Vice President designated by the
President (or in the absence of such designation, the Vice President designated
by the Board of Directors) shall perform all the duties of the President and,
when so acting, shall have all the powers of and be subject to all restrictions
upon the President. Any Vice President may also sign, with any other officer
thereunto duly authorized, certificates of stock of the corporation, the
issuance of which shall have been duly authorized (the signature to which may be
a facsimile signature), and may sign and execute in the name of the corporation
deeds, mortgages, bonds and other instruments duly authorized by the Board of
Directors, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent.
Each Vice President shall perform such other duties as are given to him by these
Bylaws or as from time to time may be assigned to him by the Board of Directors
or the Chief Executive Officer.
Section 11. The Secretary. The Secretary shall
(a) record all the proceedings of the meetings of
the shareholders, the Board of Directors, and any committees in
a book or books to be kept for that purpose;
(b) cause all notices to be duly given in accordance
with the provisions of these Bylaws and as required by statute;
(c) whenever any committee shall be appointed in
pursuance of a resolution of the Board of Directors, furnish the
chairman of such committee with a copy of such resolution;
(d) be custodian of the records and of the seal of
the corporation, and cause such seal to be affixed to all
certificates representing stock of the corporation prior to the
issuance thereof and to all instruments the execution of which
on behalf of the corporation under its seal shall have been duly
authorized;
(e) see that the lists, books, reports, statements,
certificates and other documents and
9.
records required by statute are properly kept and filed;
(f) have charge of the stock and transfer books of
the corporation, and exhibit such stock book at all reasonable
times to such persons as are entitled by statute to have access
thereto;
(g) sign (unless the Treasurer or an Assistant
Secretary or an Assistant Treasurer shall sign) certificates
representing stock of the corporation the issuance of which
shall have been duly authorized (the signature to which may be a
facsimile signature); and
(h) in general, perform all duties incident to the
office of Secretary and such other duties as are given to him by
these Bylaws or as from time to time may be assigned to him by
the Board of Directors or the Chief Executive Officer.
Section 12. Assistant Secretaries. At the request of the
Secretary or in his absence or disability, the Assistant Secretary designated by
him (or in the absence of such designation, the Assistant Secretary designated
by the Board of Directors or the Chief Executive Officer) shall perform all the
duties of the Secretary, and, when so acting, shall have all the powers of and
be subject to all restrictions upon the Secretary. The Assistant Secretaries
shall perform such other duties as from time to time may be assigned to them
respectively by the Board of Directors, the Chief Executive Officer or the
Secretary.
Section 13. The Treasurer. The Treasurer shall
(a) have charge of and supervision over and be
responsible for the funds, securities, receipts and
disbursements of the corporation;
(b) cause the moneys and other valuable effects of
the corporation to be deposited in the name and to the credit of
the corporation in such banks or trust companies or with such
bankers or other depositaries as the Board of Directors may
select or to be otherwise dealt with in such manner as the Board
of Directors may direct;
(c) cause the funds of the corporation to be
disbursed by checks or drafts upon the authorized depositaries
of the corporation, and cause to be taken and preserved proper
vouchers for all moneys disbursed;
10.
(d) render to the Board of Directors or the Chief
Executive Officer, whenever requested, a statement of the
financial condition of the corporation and of all his
transactions as Treasurer;
(e) cause to be kept at the corporation's principal
office correct books of account of all its business and
transactions and such duplicate books of account as he shall
determine and upon application cause such books or duplicates
thereof to be exhibited to any director;
(f) be empowered, from time to time, to require from
the officers or agents of the corporation reports or statements
giving such information as he may desire with respect to any and
all financial transactions of the corporation;
(g) sign (unless the Secretary or an Assistant
Secretary or an Assistant Treasurer shall sign) certificates
representing stock of the corporation the issuance of which
shall have been duly authorized (the signature to which may be a
facsimile signature); and
(h) in general, perform all duties incident to the
office of Treasurer and such other duties as are given to him by
these Bylaws or as from time to time may be assigned to him by
the Board of Directors or the Chief Executive Officer.
Section 14. Assistant Treasurers. At the request of the
Treasurer or in his absence or disability, the Assistant Treasurer designated by
him (or in the absence of such designation, the Assistant Treasurer designated
by the Board of Directors or the Chief Executive Officer) shall perform all the
duties of the Treasurer, and, when so acting, shall have all the powers and be
subject to all restrictions upon the Treasurer. The Assistant Treasurers shall
perform such other duties as from time to time may be assigned to them
respectively by the Board of Directors, the Chief Executive Officer or the
Treasurer.
Section 15. Salaries. The salaries of the officers of the
corporation shall be fixed from time to time by the Board of Directors, except
that the Board of Directors may delegate to any person the power to fix the
salaries or other compensation of any officers or agents appointed in accordance
with the provisions of Section 3 of this ARTICLE V. No officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the corporation.
11.
Section 16. Surety Bonds. If the Board of Directors shall so
require, any officer or agent of the corporation shall execute to the
corporation a bond in such sum and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful discharge of his duties,
including responsibility for negligence and for the accounting for all property,
funds or securities of the corporation which may come into his hands.
ARTICLE VI
CAPITAL STOCK
Section 1. Subscriptions. Subscriptions to the capital stock
of the corporation shall be paid in such manner and at such time as the Board of
Directors may require, and failure to pay any installment when required shall
work a forfeiture of the stock so in arrears. No stock, however, shall be
declared forfeited by the directors until after notice in writing shall have
been given to such shareholder in person or by mail directed to his last address
as the same appears upon the books of the company, which notice shall require
the shareholder to make payment at the time and place specified in such notice,
and stating that if he fails to make such payment his stock and all dividends
thereon will be forfeited for the use of the corporation, which notice must be
given at least thirty (30) days prior to the date such stock will be declared
forfeited.
Section 2. Payment. The Board of Directors may in its
discretion accept property, real or personal, in payment for stock and may issue
stock in consideration of labor performed.
Section 3. Certificates. Certificates of stock shall be
numbered in the order issued and shall be signed by the President and
countersigned by the Secretary and shall bear the imprint of the corporate seal.
All certificates shall be bound in book form and shall be issued therefrom
consecutively, and on the stub of such book shall be entered the name and
address of the person owning the shares represented by each certificate issued,
with a statement of the number of shares represented by such certificate and the
date of its issuance. No certificate shall be issued for any share of stock
until such share has been fully paid up.
Section 4. Transfers. Transfers of shares shall be made only
on the books of the corporation by the holder in person, and if made by any
other person his authority to do so shall be evidenced by power of attorney from
the owner; and no certificate shall be issued until the older certificates have
been surrendered and cancelled. All certificates returned or exchanged shall be
immediately marked "cancelled" and the date of such cancellation noted on such
certificate by the Secretary, and the certificate
12.
thus cancelled shall be pasted into said book opposite the stub bearing
memoranda of its original issuance.
Section 5. Lost Certificate. In the event an original
certificate shall have been lost by the shareholder it shall be the privilege of
the corporation to demand an adequate bond of indemnity before issuing stock, by
the owner; and where there shall be conflicting claim as to the ownership of
stock the corporation may refuse to make a transfer until such conflicting
claims shall have been adjusted by litigation or otherwise.
Section 6. Dividends. Dividends may be declared and paid out
of the net profits of the corporation whenever in the judgment of the Board of
Directors such dividends may be declared without impairing the corporation's
business operations. The Board of Directors may, if it deems it in the best
interest of the corporation, declare no dividends but permit the profits to
accumulate for use in the corporation's business or to enable it to purchase any
of its own capital stock.
ARTICLE VII
SEAL
Section 1. Seal. The seal of the corporation shall bear the
full corporate name of the corporation, with the word "Seal" noted thereon;
provided, however, that if the full corporate name is too long, it may be
abbreviated in the seal.
ARTICLE VIII
INDEMNITY FOR OFFICERS AND DIRECTORS
Section 1. Indemnification. The corporation agrees to
indemnify each person who is an officer or director of the corporation or any
person who was an officer or director of the corporation against expenses which
such person has reasonably incurred, including, but not limited to, attorneys'
fees in connection with any action, suit, or proceeding in which such person has
or may be made a party by reason of his having been such director or officer,
except in relation to such matters as to which he shall be adjudged in such
action, suit or proceedings to have been derelict in the performance of his duty
as such director or officer; provided, however, that in the event of the
settlement of such action, suit or proceeding such person shall be indemnified
by the corporation against such expense incurred by such person only to such
extent, if any, as may be determined in or in connection with such settlement,
and then only if such determination shall have been approved by a court of
competent jurisdiction or by resolution duly adopted by a majority of the whole
Board of Directors of the corporation, and no director included in such
13.
majority shall have or shall at any time have had any financial interest adverse
to the corporation in the action, suit or proceeding or the subject matter or
the outcome thereof. The foregoing right of indemnification shall not be
exclusive of other rights to which any person who is a director or officer of
the corporation may be entitled as a matter of law or otherwise, nor shall it be
a derogation of the liability of such officer and director as imposed by the
Texas Business Corporation Act.
ARTICLE IX
AMENDMENTS
Section 1. Amendment by Board of Directors. The Board of
Directors shall have power to make, amend, or repeal these Bylaws by vote of a
majority of all the directors at any annual or special meeting, provided notice
of intention to make such changes at said meeting shall have been previously
given to each director, and may be made without such notice by a unanimous vote
of all directors. Where the Bylaws are amended or repealed by the Board of
Directors, a notice of such change, setting forth the nature thereof, shall be
mailed to each shareholder at the address which shall appear upon the books of
the corporation, within ten (10) days after such amendment or repeal.
Section 2. Amendment by Shareholders. These Bylaws shall be
subject to amendment, alteration or repeal at any annual meeting of the
shareholders or at any special meeting called for that purpose.
ATTEST:
/s/ [ILLEGIBLE]
- ------------------------
Secretary
14.
FIRST AMENDMENT
TO
BYLAWS
OF
URCARCO, INC.
By Resolution No. 2 adopted by unanimous written consent of the Board of
Directors at a Special Meeting Held Effective as of January 8, 1988, the Board
of Directors of URCARCO, INC. amended Section 1 of Article III of the Bylaws of
the Corporation to specify that the number of directors shall be not less than
three (3) nor more than fifteen (15). Subsequently, at the Annual Meeting of the
Shareholders of the Corporation held on January 19, 1988, the Shareholders also
adopted and ratified the same Amendment to the Bylaws of the Corporation.
Accordingly, Section 1 of Article III of the Bylaws is hereby amended to read as
follows:
"Section 1. Number. The number of directors constituting the
entire Board of Directors of the Company shall be not less than three
(3), nor more than fifteen (15)."
Dated this the 19th day of January, 1988.
URCARCO, INC.
By /s/ A. W. Pierce
----------------------
A. W. Pierce, III
Its Secretary
AmeriCredit Corp.
BYLAW AMENDMENTS
adopted August 28, 1997
1. Amendment to Bylaws to require advance written notice of
nominations of Directors.
New Section 11 is added to Article II of the Bylaws:
Section 11. Stockholder Nomination of Director Candidates.
(1) Only persons who are nominated in accordance with the
procedures set forth in these Bylaws shall be eligible to serve as
Directors. Nominations of persons for election to the Board of Directors
of the Corporation may be made at a meeting of stockholders (a) by or at
the direction of the Board of Directors or (b) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of
notice provided for in this Bylaw, who shall be entitled to vote for the
election of directors at the meeting and who complies with the notice
procedures set forth in this Bylaw.
(2) Nominations by stockholders shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice shall be delivered to or mailed and
received at the principal executive offices of the Corporation (a) in
the case of an annual meeting, not less than 60 days nor more than 90
days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the
annual meeting is changed by more than 30 days from such anniversary
date, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the earlier
of the date on which notice of the date of the meeting was mailed or
public disclosure was made, and (b) in the case of a special meeting at
which directors are to be elected, not later than the close of business
on the 10th day following the earlier of the day on which notice of the
date of the meeting was mailed or public disclosure was made. Such
stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (b) as to the stockholder giving
the notice (i) the name and address, as they appear on the Corporation's
books, of such stockholder and (ii) the class and number of shares of
the Corporation which are beneficially owned
1
by such stockholder and also which are owned of record by such
stockholder; and (c) as to the beneficial owner, if any, on whose behalf
the nomination is made, (i) the name and address of such person and (ii)
the class and number of shares of the Corporation which are beneficially
owned by such person. At the request of the Board of Directors, any
person nominated by the Board of Directors for election as a director
shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which
pertains to the nominee.
(3) No person shall be eligible to serve as a director of
the Corporation unless nominated in accordance with the procedures set
forth in this Bylaw. The Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not
made in accordance with the procedures prescribed by these Bylaws, and
if he should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded. Notwithstanding the foregoing
provisions of this Bylaw, a stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with respect to the
matters set forth in this Bylaw.
2. Amendment to Bylaws to require advance written notice of matters
to be brought before the stockholders.
New Section 12 is added to Article II of the Bylaws:
Section 12. Notice of Stockholder Business.
(1) At an annual meeting of the stockholders, only such
business shall be conducted as shall have been brought before the
meeting (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors or (c) by any stockholder of
the Corporation who is a stockholder of record at the time of giving of
the notice provided for in this Bylaw, who shall be entitled to vote at
such meeting and who complies with the notice procedures set forth in
this Bylaw.
(2) For business to be properly brought before an annual
meeting by a stockholder pursuant to clause (c) of paragraph 1 of this
Bylaw, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal
executive offices of the Corporation not less than 60 days nor more than
90 days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the
meeting is changed by more than 30 days from such anniversary date,
notice by the stockholder to be timely must be received no later than
the close of business on the 10th day following the earlier of the day
on which notice of the
2
date of the meeting was mailed or public disclosure was made. A
stockholder's notice to the secretary shall set forth as to each matter
the stockholder proposes to being before the meeting (a) a brief
description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (b) the name
and address, as they appear on the Corporation's books, of the
stockholder proposing such business, and the name and address of the
beneficial owner, if any, on whose behalf the proposal is made, (c) the
class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder of record and by the
beneficial owner, if any, on whose behalf the proposal is made and (d)
any material interest of such stockholder of record and the beneficial
owner, if any, on whose behalf the proposal is made in such business
(3) Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Bylaw. The Chairman of
the meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the procedures prescribed by these Bylaws, and if he
should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be
transacted. Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this
Bylaw.
3
3. Amendment to Bylaws to delete requirement that shareholders be
provided with written notice of amendments to the Bylaws.
Section 1 under Article IX of the Bylaws is hereby amended by
deleting the following sentence from such Section:
"Where the Bylaws are amended or repealed by the Board of
Directors, a notice of such change, setting forth the nature
thereof, shall be mailed to each shareholder at the address
which shall appear upon the books of the corporation, within ten
(10) days after such amendment or repeal."
WHEREAS, the foregoing Bylaw Amendments were adopted by the Board of
Directors of AmeriCredit Corp. on this the 28th day of August, 1997.
/s/ Chris A. Choate
-------------------------
Chris A. Choate
Secretary
4
EXHIBIT "A"
Section 1 of Article III of the Bylaws is amended to read in its
entirety as follows:
Section 1. Number and Term. The number of directors which shall
constitute the whole Board of Directors shall be not less than three (3) nor
more than fifteen (15), the exact number to be fixed from time to time by
resolution of the Board of Directors. The directors shall be classified, with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as possible, one class to be originally elected at the
annual meeting of shareholders to be held in 1999 for a term expiring at the
annual meeting of shareholders to be held in 2000, another class to be
originally elected at the annual meeting of shareholders to be held in 1999 for
a term expiring at the annual meeting of shareholders to be held in 2001, and
another class to be originally elected at the annual meeting of shareholders to
be held in 1999 for a term expiring at the annual meeting of shareholders to be
held in 2002, with each class to hold office until its successors are elected
and qualified. At each annual meeting of shareholders occurring after the 1999
annual meeting of shareholders, the successors of the class of directors whose
term expires at that meeting shall be elected to hold office for a term expiring
at the annual meeting of shareholders held in the third year following the year
of their election. No decrease in the number of directors constituting the Board
of Directors shall shorten the term of any incumbent director.
Section 2 and Section 4 of Article III of the Bylaws are each deleted in
its entirety.
The foregoing amendments to the Bylaws of AmeriCredit Corp. were adopted
by the Board of Directors by Unanimous Written Consent dated September 7, 1999.
/s/ Chris A. Choate
-------------------------
Chris A. Choate
Secretary
Section 3 of Article III of the Bylaws is deleted in its entirety and
replaced by the following:
Section 3. Vacancies and Additional Directorships. If any vacancy shall
occur among the directors for any reason, including, but not limited to, by
reason of an increase in the number of directors, the vacancy shall be filled by
resolution of a majority of the remaining directors (or by the sole remaining
director), though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office or, if elected to fill a vacancy resulting from an
increase in the number of directors until the next election of one or more
directors by the shareholders. In the event the entire Board of Directors shall
resign or die, any shareholder of the corporation may call a special
shareholders' meeting in a manner provided in Article II, Section 2 hereof, at
which meeting a new Board of Directors may be elected, but no other business
shall be transacted except as set forth in said notice.
Section 1 of Article VIII of the Bylaws is deleted in its entirety and
replaced by the following:
Section 1. Indemnification. The corporation shall indemnify any 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, by reason of the fact that such person is or
was a director, trustee, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The corporation shall advance the reasonable expenses of any such
person who is indemnified pursuant to the previous section. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.
Notwithstanding anything else contained herein, the corporation shall indemnify
persons for whom indemnification is permitted by the Texas Business Corporation
Act to the fullest extent permissible under the Texas Business Corporation Act,
and may purchase such indemnification insurance as the Board of Directors from
time to time shall determine.
The foregoing amendments to the Bylaws of AmeriCredit Corp. were adopted
by the Board of Directors by Unanimous Consent dated June 2, 2003.
/s/ Chris A. Choate
-------------------------
Chris A. Choate
Secretary