Exhibit 3.2
Monitronics International, Inc.
Amendment to Bylaws effective as of October 21, 1994
Section 1.1. of Article 1 of the Bylaws of Monitronics International, Inc.,
a Texas corporation, is amended to read in its entirety as follows:
"1.1 Principal Office. The principal office of the Corporation shall be
located at 12801 Stemmons Freeway, Suite 821, Dallas, Texas 75234."
Amendment to Bylaws effective as of May 10, 1996
Section 3.2 of Article 3 of the Bylaws of Monitronics International, Inc.,
a Texas corporation, is amended to read in its entirety as follows:
"3.2 Number; Qualifications. The number of directors of the Corporation
shall be four. No director needs to be a resident of the Sate of Texas or a
shareholder of the Corporation."
Amendment to Bylaws effective as of the
Closing of the Series C Preferred Stock in March, 1999
Section 3.2 of Article 3 of the Bylaws of Monitronics International, Inc.,
a Texas corporation, is amended to read in its entirety as follows:
"3.2 Number; Qualifications. The number of directors of the Corporation
shall be 5. Directors need not be residents of the State of Texas or
shareholders of the Corporation."
Amendment to Bylaws effective as of April 26, 2001
Section 3.2 of Article 3 of the Bylaws of Monitronics International, Inc.,
a Texas corporation, is amended to read in its entirety as follows:
"3.2 Number; Qualifications. The number of directors of the Corporation
shall be seven. Directors need not be residents of the State of Texas or
shareholders of the Corporation."
Amendment Bylaws effective as of the
Closing of the Series D-1 Preferred Stock in April, 2001
Section 3.2 of Article 3 of the Bylaws of Monitronics International, Inc.,
a Texas corporation, is amended to read in its entirety as follows:
"3.2 Number; Qualifications. The number of directors of the Corporation
shall be eight. Directors need not be residents of the State of Texas or
shareholders of the Corporation."
BYLAWS OF
AV ALARM, INC.
BYLAWS OF
AV ALARM, INC.
TABLE OF CONTENTS
1. Offices.....................................................................1
1.1 Principal Office.....................................................1
1.2 Other Office.........................................................1
2. Meetings of Shareholders....................................................1
2.1 Animal Meeting.......................................................1
2.2 Special Meetings.....................................................1
2.3 Notice and Waivers oil Notice........................................1
2.4 Record Date..........................................................2
2.5 Voting List..........................................................2
2.6 Quorum of Shareholders...............................................2
2.7 Withdrawal Quorum....................................................3
2.8 Voting on Matters Other Than the Election of Directors...............3
2.9 Voting in the Election of Directors..................................3
2.10 Method of Voting.....................................................3
2.11 Action Without Meetings..............................................3
3. Directors...................................................................4
3.1 Powers...............................................................4
3.2 Number; Qualifications...............................................4
3.3 Election.............................................................4
3.4 Resignation..........................................................4
3.5 Removal of Directors.................................................5
3.6 Vacancies............................................................5
4. Meetings of the Board of Directors..........................................5
4.1 Place................................................................5
4.2 Regular Meetings.....................................................5
4.3 Special Meetings.....................................................5
4.4 Notice and Waiver of Notice..........................................6
4.5 Quorum of Directors..................................................6
4.6 Action Without Meetings..............................................6
4.7 Committees...........................................................6
4.8 Compensation.........................................................7
5. Officers....................................................................7
5.1 Election, Number, Qualification, Term, Compensation..................7
5.2 Removal..............................................................8
5.3 Vacancies............................................................8
5.4 Authority............................................................8
5.5 Chairman of the Board................................................8
5.6 President............................................................8
5.7 Vice-President.......................................................8
5.8 Secretary............................................................8
5.9 Treasurer............................................................9
5.10 Assistant Secretary and Assistant Treasurer..........................9
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6. Certificates Representing Shares............................................9
6.1 Certificates.........................................................9
6.2 Payment, Issuance....................................................9
6.3 Lost, Stolen or Destroyed Certificates...............................9
6.4 Registration of Transfer............................................10
6.5 Registered Owner....................................................10
7. Dividends..................................................................10
7.1 Declaration and Payment.............................................10
7.2 Reserves............................................................10
8. Protection of Officers, Directors and Employees............................10
8.1 Indemnification.....................................................10
8.2 Indemnification for Reasonable Expenses.............................12
8.3 Expenses Advanced...................................................12
8.4 Insurance...........................................................12
8.5 Officer, Employees and Agents.......................................12
8.6 Other Protection and Indemnification................................12
8.7 Notice of Indemnification of or Advance of Expenses.................12
9. General Provisions.........................................................13
9.1 Fiscal Year.........................................................13
9.2 Seal................................................................13
9.3 Minutes.............................................................13
9.4 Amendment...........................................................13
9.5 Notice..............................................................13
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BYLAWS OF
AV ALARM, INC.
1. Offices
1.1 Principal Office. The principal office of the Corporation shall be
located at 1300 Norwood Tower, 114 W. 7th Street, Austin, Texas 78701.
1.2 Other Office. The Corporation may also have offices at such other
places within or without the State of Texas as the board of directors may from
time to time determine or the business of the Corporation may require.
2. Meetings of Shareholders
2.1 Animal Meeting. The annual meeting of shareholders for the election of
directors and such other business as may properly be brought before the meeting
shall be held at such place within or without the State of Texas and at such
date and time as shall be designated by the board of directors and stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
2.2 Special Meetings. Special meetings of the shareholders may be called
(a) by the president or the board of directors, or (b) by the holders of at
least 10% of all the shares entitled to vote at the proposed meeting. The record
date for determining shareholders entitled to call a special meeting shall be
the date the first shareholder signs the call and notice of that meeting. Only
business within the purpose or purposes described in the notice of a special
meeting of shareholders may be conducted at such meeting.
2.3 Notice and Waivers oil Notice.
(a) Written notice stating the place, date 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 10 nor more than 60 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 persons calling the meeting, to each
shareholder 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 share transfer records of the
Corporation.
(b) Notice may be waived in writing signed by the person or persons
entitled to such notice. Such waiver may be executed at any time before or after
the holding of such meeting. Attendance at a meeting shall constitute a waiver
of notice, except where the person attends for the express purpose of objecting
to the transaction of any business on the ground that the meeting-is not
lawfully called.
(c) Any notice required to be given to any shareholder, under any provision
of the Texas Business Corporation Act, as amended (the "Act") or the Articles of
Incorporation or Bylaws of the Corporation, need not be given to the shareholder
if (1) notice of two consecutive annual meetings and all notices of meetings
held during the period between those annual meetings, if any, or (2) all (but in
no event less than two) payments (if sent by first class mail) of
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distributions or interest on securities during a 12-month period have been
rnaile4 to that person, addressed at his address as shown on the records of the
Corporation, and have been returned undeliverable. Any action or meeting taken
or held without notice to such a person shall have the same force and effect as
if the notice had been duly given and, if the action taken by the Corporation is
reflected in any articles or document filed with the Secretary of State, those
articles or that document may state that notice was duly given to all persons to
whom notice was required to be given. If such a person delivers to the
Corporation a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated.
2.4 Record Date. 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, the board of directors may in
advance establish a record date which must be at least 10 but not more than 60
days prior to such meeting. If the board of directors fail to establish a record
date, the record date shall be the date on which notice of the meeting is
mailed.
2.5 Voting List.
(a) The officer or agent having charge of the stock transfer books for
shares of the Corporation shall make, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten days prior to such meeting, shall be kept on file at the registered office
of the Corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer books or vote at any meeting of
shareholders.
(b) Failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
(c) An officer or agent having charge of the stock transfer books who shall
fail to prepare the list of shareholders or keep the same on file for a period
of ten days, or produce and keep it open for inspection as provided In this
section, shall be liable to any shareholder suffering damage on account of such
failure, to the extent of such damage. In the event that such officer or agent
does not receive notice of a meeting of shareholders sufficiently in advance of
the date of such meeting reasonably to enable him to comply with the duties
prescribed by these Bylaws, the Corporation, but not such officer or agent shall
be liable to any shareholder suffering damage on account of such failure, to the
extent of such damage.
2.6 Quorum of Shareholders. With respect to any matter, a quorum shall be
present at a meeting of shareholders if the holders of a majority of the shares
entitled to vote on that matter are represented at the meeting, in person or by
proxy, unless otherwise provided in the Articles of Incorporation In accordance
with the Act. Unless otherwise provided in the Articles of Incorporation, the
shareholders represented in person or by proxy at a meeting of shareholders at
which a quorum is not present may power to adjourn the meeting until such time
and to such
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place as may be determined by a vote of the holders of a majority of the shares
represented in person or by proxy at that meeting.
2.7 Withdrawal Quorum. Unless otherwise provided in the Articles of
Incorporation once a quorum is present at a meeting of shareholders, the
shareholders represented in person or by proxy at. the meeting may conduct such
business as may properly be brought before the meeting until it is adjourned,
and the subsequent withdrawal from the meeting of any shareholder or the refusal
of any shareholder represented in person or by proxy to vote shall not affect
the presence of a quorum at the meeting.
2.8 Voting on Matters Other Than the Election of Directors. With respect to
any matter, other than the election of directors or a matter for which the
affirmative vote Of the holders of a specified portion of the shares entitled to
vote Is required by the Act, the affirmative vote of the holders of a majority
of the shares entitled to vote on that matter and represented in person or by
proxy at a meeting of shareholders at which a quorum is present shall be the act
of the shareholders, unless otherwise provided in the Articles of Incorporation
in accordance with the Act.
2.9 Voting in the Election of Directors. Unless otherwise provided in the
Articles of Incorporation, directors shall be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election of
directors at a meeting of shareholders at which a quorum is present.
2.10 Method of Voting.
(a) Unless otherwise provided in the Articles of Incorporation or the Act,
each outstanding share, regardless of class, shall be entitled to one vote on
each matter submitted to a vote at a meeting of shareholders. Any shareholder
may vote either in person or by proxy executed in writing by the shareholder. No
proxy shall be valid after 11 mouths from the date of its execution, unless
otherwise provided in the proxy.
(b) Every shareholder entitled to vote at such election shall have the
right (i) to vote the number of shires owned by him for as many persons as there
are directors to be elected and for whose ejection he has the tight to vote or
(ii) unless cumulative voting is prohibited by the Articles of Incorporation and
subject to the Act, to cumulate his votes by giving one candidate as many votes
as the number of such directors multiplied by thee number of his shares shall
equal, or by distributing such votes on the same principle among any number of
such candidates. cumulative voting shall not be allowed in an election of
directors unless a shareholder who intends to cumulate his votes shall have
given written notice of his intention to the secretary of the Corporation on or
before the day preceding the Section at which such shareholder intends to
cumulate his votes. All shareholders entitled to vote cumulatively may cumulate
their votes if any shareholder gives the written notice provided for herein.
2.11 Action Without Meetings.
(a) Any action required or which may be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be
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signed by all 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 the shareholders.
(b) To the extent so provided in the Articles of Incorporation, any action
required by law to be taken at any annual or special meeting of shareholders, or
any action that may be taken at any annual or special meeting of shareholders,
may be taken without a meeting, without prior notice, and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take such action at a meeting at
which the holders of all shares entitled to vote on the action were present or
represented and voted.
(c) Every written consent shall bear the date of signature of each
shareholder who signs the consent No written consent shall be effective to take
the action that is the subject of the consent unless, within 60 days after the
date of the earliest dated consent delivered to the Corporation in the manner
required by law, a consent or consents signed by the holder or holders of shares
having not less than the minimum number of votes that would be necessary to take
the action that is the subject of the consent delivered to the Corporation by
delivery to its registered office, to its principal office or to an officer or
agent of the Corporation having custody of the books in which proceedings of
meetings of shareholders are recorded. Delivery shall be by hand or certified or
registered mail, return receipt requested. Delivery to the Corporation's
principal office shall be addressed to the President or the chief executive
officer of the Corporation.
(d) A telegram, telex, cablegram, or similar transmission by a shareholder,
or a photographic, photostatic, facsimiles or similar reproduction of a writing
signed by a shareholder, shall be regarded, as signed by the shareholder for
purposes of this section.
(e) Prompt notice of the taking of any action by shareholders without a
meeting by less than unanimous written consent shall be given to those
shareholders who did not consent in writing to the action.
3. Directors
3.1 Powers. The powers of the Corporation shall be exercised by or under
authority of, and the business and affairs of the Corporation and all corporate
powers shall be managed under the direction of the board of directors.
3.2 Number; Qualifications. The initial number of directors of the
Corporation shall be one. The director does not need to be a resident of the
State of Texas or a shareholder of the Corporation.
3.3 Election. The directors shall be elected at the annual meeting of the
shareholders, and each director elected shall hold office until the next
succeeding annual meeting or until his successor shall have been elected and
qualified.
3.4 Resignation. Any director may resign at any time by giving written
notice to the president or secretary. Such resignation shall take effect at the
time specified in the notice, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
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3.5 Removal of Directors.
(a) Many meeting of shareholders called expressly for the purpose of
removing a director, any director or the entire board of directors may be
removed, 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. Wherever the holders
of any class or series of shares entitled to elect one or more directors by the
provisions of the Articles of Incorporation, only the holders of shares of that
class or series shall be entitled to vote for or against the removal of any
director elected by the holders of that class or series.
(b) Unless cumulative voting is prohibited by the Articles of
Incorporation, if less than the entire board of directors Is to be removed, no
one of the directors may be removed if the votes cast against his removal would
be sufficient to elect him if then cumulatively voted at an election of the
entire board of directors.
3.6 Vacancies.
(a) Any vacancy In the board of directors may be filled in accordance with
paragraph (c) below or by the affirmative vote of a majority of the remaining
directors though less than a quorum of the board of directors. A director
elected to fin a vacancy shall be elected for the unexpired term of his
predecessor in office.
(b) A directorship to be filled by reason of an increase in the number of
directors may be filled in accordance with paragraph (c) below or may be filled
by the board of directors for a term of office continuing only until the next
election of one or more directors by the shareholders; provided that the board
of directors may not fill more than two such directorships during the period
between any two successive annual meetings of shareholders.
(c) Any vacancy occurring in the board of directors or any directorship to
be filled by reason of an increase in the number of directors may be filled by
election at an annual or special meeting of shareholders called for that
purpose.
4. Meetings of the Board of Directors
4.1 Place. Meetings of the board of directors, regular or special, may be
held either within or without the State of Texas.
4.2 Regular Meetings. Regular meetings of the board of directors may be
held upon notice, or without notice unless notice is required under these Bylaws
and at such time and at such place as shall from time to time be determined by
the board of directors.
4.3 Special Meetings. Special meetings of the board of directors may be
called by the chairman of the board of directors or the president and shall be
called by the secretary on the written request of any two directors. Notice of
each special meeting of the board of directors shall be given to each director
at least 24 hours before the meeting is scheduled to convene.
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4.4 Notice and Waiver of Notice. 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
on the ground that the meeting is not lawfully called or convened. Except as may
be otherwise provided by law or by the Articles of Incorporation or by these
Bylaws, 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.
4.5 Quorum of Directors. At all meetings of the board of directors a
majority of the directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors. If a quorum
shall not be present at any meeting of directors, the directors present at such
meeting may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
4.6 Action Without Meetings. Any action required or permitted to be taken
at a meeting of the board of directors or any committee may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed by
all the members of the board of directors or committee, as the case may be.
4.7 Committees.
(a) The board of directors, by resolution adopted by a majority of the full
board of directors, may designate from among its members one or more committees,
each of which shall be comprised of one or more of its members, and may
designate one or more of its members as alternate members of any committee, who
may, subject to any limitations imposed by the board of directors, replace
absent or disqualified members at any meeting of that committee. Any such
committee, to the extent provided in such resolution shall have and may exercise
all of the authority of the board of directors, subject to the limitations set
forth below and in the Act.
(b) No committee of the board of directors shall have the authority of the
board of directors in reference to:
1. amending the Articles of Incorporation, except that a committee
may, to the extent provided in the resolution designating that committee or
in the Articles of Incorporation or the Bylaws, exercise the authority of
the board of directors vested in it in accordance with article 2.13 of the
Act;
2. proposing a reduction of the stated capital of the Corporation in
the manner permitted by article 4.12 of the Act;
3. approving a plan of merger or share exchange of the Corporation;
4. recommending to the shareholders the sale, lease, or exchange of
all or substantially all of the property and assets of the Corporation
otherwise than in the usual and regular course of its business;
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5. recommending to the shareholders a voluntary dissolution of the
Corporation or a revocation thereof;
6. amending, altering, or repealing the Bylaws of the Corporation or
adopting new Bylaws & the Corporation;
7. filling vacancies in the board of directors;
8. filling vacancies in or designating alternate members of any such
committee;.
9. filling any directorship be filled by reason of an increase in the
number of directors;
10. electing or removing officers of the Corporation or members or
alternate members of any such committee;
11. fixing the compensation of any member or alternate members of such
committee; or
12. altering or repealing any resolution of the board of directors
that by its terms provides that it shall not be so amendable or repealable.
(c) Unless the resolution designating a particular committee, the Articles
of Incorporation, or the Bylaws expressly so provide, no committee of the board
of directors shall have the authority to authorize a distribution or to
authorize the issuance of shares of the Corporation.
(d) The designation of a committee of the board of directors and the
delegation thereto of authority shall not operate to relieve the board of
directors, or any member thereof, of any responsibility imposed by law.
4.8 Compensation. Directors shall receive such compensation for their
services as director as may be determined by resolution of the board of
directors. The receipt of such compensation shall not preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
5. Officers
5.1 Election, Number, Qualification, Term, Compensation. The officers of
the Corporation shall be elected by the board of directors and shall consist of
a president, a vice-president, a secretary and a treasurer. The board of
directors may also elect a chairman of the board, additional vice-presidents,
one or more assistant secretaries and assistant treasurers and such other
officers and assistant. officers and agents as it shall deem necessary, who
shall hold their offices for such terms and shall have such authority and
exercise such powers and perform such duties as shall be determined from time to
time by the board of directors by resolution not inconsistent with these Bylaws.
Two or more offices may be held by the same person. None of the officers need be
directors. The board of directors shall have the power to enter into contracts
7
for the employment and compensation of officers for such terms, as the board of
directors deems advisable. The salaries of all officers and agents of the
Corporation shall be fixed by the board of directors.
5.2 Removal. The officers of the Corporation shall hold office until their
successors are elected or appointed and qualify, or until their death or until
their resignation or removal from office. Any officer elected or appointed by
the board of directors may be removed at any time by the board of directors,
with or without cause. Such removal shall be without prejudice to the contract
rights, if any,. of the person so removed. Election or appointment of an officer
shall not of itself create contract rights.
5.3 Vacancies. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise shall be tilled by the board of
directors.
5.4 Authority. Officers and agents shall have such authority and perform
such duties in the management of the Corporation as may be provided in these
Bylaws.
5.5 Chairman of the Board. The chairman of the board, if one is elected,
shall preside at all meetings of the board of directors and of the shareholders
and shall have such other powers and duties as may from time to time be
prescribed by the board of directors upon written directions given to him
pursuant to resolutions duly adopted by the board of directors.
5.6 President. The president shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
affairs of the Corporation and shall see that all orders and resolutions of the
board of directors are carried into effect. He shall preside at all meetings of
the shareholders and of the board of directors, unless a chairman of the board
has been elected, in which event the president shall preside at meetings of the
shareholders and of die board of directors in the absence or disability of the
chairman of the board.
5.7 Vice-President. Vice-presidents, including executive vice-presidents
and senior vice-presidents, in the order of their seniority, unless otherwise
determined by the board of directors, shall, in the absence or disability of the
president, perform the duties and have the authority and exercise the powers of
the president. They shall perform such other duties and have such other
authority and powers as the board of directors may from time to time prescribe
or as the president may from time to time delegate.
5.8 Secretary. The secretary shall attend all meetings of the board of
directors and all meetings of shareholders and record all of the proceedings of
the meetings of the board of directors and of the shareholders in a minute book
to be kept for that purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or president, under whose supervision he shall be. He shall keep in safe custody
the seal of the Corporation and, when authorized by the board of directors,
shall affix the same to any instrument requiring it and, when so affixed, it
shall be attested by his signature or by the signature of an assistant secretary
or of the treasurer.
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5.9 Treasurer.
(a) The treasurer shall have custody of the corporate funds and securities
and shall keep full and accurate accounts and records of receipts, disbursements
and other transactions 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.
(b) The treasurer shall disburse the funds of the Corporation as may be
ordered by the board & directors, taking proper vouchers for such disbursements,
and shall render the president and the board of directors, at its regular
meetings, or when the president or board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
Corporation.
(c) If required by the board of directors, the treasurer shall give the
Corporation a bond of such type, character and amount as the beard of directors
may require.
5.10 Assistant Secretary and Assistant Treasurer. In the absence of the
secretary or treasurer, an assistant secretary or assistant treasurer,
respectively shall perform the duties of the secretary or treasurer. Assistant
treasurers may be required to give bond as provided in section 5.9(c). The
assistant secretaries and assistant treasurers, in general shall have such
powers and perform such duties as the treasurer or secretary, respectively, or
the board of directors or president may prescribe.
6. Certificates Representing Shares
6.1 Certificates. 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. The signatures of the president or
vice-president and the secretary or assistant secretary upon & 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. The certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued. Each certificate
shall state on the face thereof the holder's name, the number and class of
shares, and the par value of such shares or a statement that such shares are
without par value.
6.2 Payment, Issuance. Shares may be issued for such consideration, not
less than the par value thereof, as may be fixed from time to time by the board
of directors. The consideration for the payment of shares shall consist of money
paid, labor done or property actually received. Shares may not be issued until
the full amount of the consideration fixed therefor has been paid.
6.3 Lost, Stolen or Destroyed Certificates. 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, stolen or destroyed upon
the making of an affidavit of that fact by the person claiming the certificate
to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, prescribe such terms and conditions as it
deems expedient and may require such
9
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.
6.4 Registration of Transfer. Shares of stock shall be transferable only on
the books of the Corporation by the holder thereof in person or by his duly
authorized attorney. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shams duly endorsed or accompanied by
proper evidence of succession1 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.
6.5 Registered Owner. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as of the record date as the
owner of shares to receive dividends or other distributions, 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. The person in whose name the shams are or were
registered in the stock transfer books of the Corporation as of the record date
shall be deemed to be the owner of the shares registered in his name at that
time. Neither the Corporation nor any of its officers, directors, or agents
shall be under any liability for making such a distribution to a person in whose
name shares were registered In the stock transfer books as of the record date or
to the heirs, successors, or assigns of the person, even though the person, or
his heirs, successors, or assigns, may not possess a certificate for shares.
7. Dividends
7.1 Declaration and Payment. Subject to the Act and the Articles of
Incorporation, dividends may be declared by the board of directors, in its
discretion, at any regular or special meeting, pursuant to law and may be paid
in cash, in property or in the Corporation's own shares.
7.2 Reserves. Before payment of any dividend, the board of directors, by
resolution, may create a reserve or reserves out of the Corporation's surplus or
designate or allocate any part or all of such surplus In any manner for any
proper purpose or purposes, and may increase, create, or abolish any such
reserve, designation, or allocation in the same manner.
8. Protection of Officers, Directors and Employees
8.1 Indemnification. The Corporation shall indemnify any person who was,
is, or Is threatened to be made a named defendant or respondent in a proceeding
(which term shall mean any threatened or pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, any appeal in such an action, suit, or proceeding, and any
inquiry or investigation that could lead to such an action, suit, or proceeding)
because the person is or was a director of the Corporation, or who, while a
director of the Corporation, is or was serving at the request of the Corporation
as a director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise (such person being referred to in this part S
as an indemnified person) as follows:
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(a) An indemnified person shall be indemnified against judgments, penalties
(Including excise and similar taxes), fines, settlements and reasonable expenses
(including, without limitation, court costs and attorneys fees) actually
incurred by the indemnified person in connection with the proceeding; but if an
indemnified person (i) is found liable to the Corporation or (ii) is found
liable on the basis that personal benefit was improperly received by him,
whether or not the benefit resulted from an action taken in his official
capacity (as such term is defined in Art. 2.02-l.A of the Act), the
indemnification (x) shall be limited to reasonable expenses actually incurred by
the director in connection with the proceeding and (y) shall not be made in
respect of any proceeding in which the indemnified person shall have been found
liable for willful or intentional misconduct in the performance of his duty to
the Corporation..
(b) An indemnified person shall be indemnified against obligations
resulting from the proceedings referred to in paragraph (a) above only if it is
determined in accordance with paragraph (c) below that he conducted himself in
good faith and reasonably believed, in the case of conduct in his official
capacity, that his conduct was in the Corporation's best interest, and in all
other cases that his conduct was at least not opposed to the Corporation's best
interests. In the case of any criminal proceeding, an additional determination
must be made that such indemnified person had no reasonable cause to believe his
conduct was unlawful.
(c) A determination of indemnification under paragraph (b) above must be
made;
(i) by a majority vote of a quorum consisting of directors who at the
time of the vote are not named defendants or respondents in the proceeding;
(ii) if such a quorum cannot be obtained, by a majority vote of a
committee of the board of directors, designated to act In the matter by a
majority vote of all directors, consisting solely of two or more directors
who at the time of the vote are not named defendants or respondents in the
proceeding;
(iii) by special legal counsel selected by the board of directors or a
committee of the board of directors by vote as set forth in i) or (ii)
above, or, if such quorum cannot be obtained and such a committee cannot be
established, by a majority vote of all directors, or
(iv) by the shareholders in a vote that excludes the shares held by
directors who an named defendants or respondents in the proceeding.
(d) Authorization of indemnification and determination as to reasonableness
of expenses must be made in the same manner as is the determination that
indemnification is permissible, as set forth in paragraph (c) above, except that
if the determination that indemnification is permissible is made by special
legal counsel, authorization of indemnification and determination as to the
reasonableness of expenses must be made in the manner specified in clause (iii)
of paragraph (c) above for the selection of special counsel.
(e) The indemnification permitted under this section 8.1 shall be mandatory
and this paragraph (e) shall be deemed, in accordance with Article 2.02-1.0. of
the Act, to constitute authorization of indemnification in the manner required
by this section 8.1 and by Article 2.02-l.G. of the Act.
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8.2 Indemnification for Reasonable Expenses. The Corporation shall
indemnify an indemnified person against reasonable expenses (including, without
limitation, court costs and attorneys fees) incurred by him In connection with a
proceeding in which he is named defendant or respondent because be is or was an
indemnified person if he has been wholly successful, on the merits or otherwise,
in the defense of the proceeding.
8.3 Expenses Advanced. The Corporation may pay or reimburse in advance of
the final disposition of a proceeding any reasonable expenses (including,
without limitation, court costs and attorneys fees) incurred by an indemnified
person who was, is, or is threatened to be made a named defendant or respondent
in a proceeding, and without the necessity of making any of the determinations
specified in section 8.1(c) and 8.1(d) hereof, after the Corporation receives a
written affirmation by the indemnified person of his good faith belief that he
has met the standard of conduct necessary for indemnification as set forth
herein and a written undertaking by or on behalf of the indemnified person
containing the unlimited general obligation of the indemnified person to repay
the amount paid or reimbursed if it is ultimately determined that he has not met
those requirements. Notwithstanding any other provision of this part 8, the
Corporation may pay or reimburse expenses incurred by an indemnified person in
connection with his appearance as a witness or other participation in a
proceeding at a time when he is not a named defendant or respondent in the
proceeding.
8.4 Insurance. The Corporation may purchase and maintain insurance or
another arrangement on behalf of any person who is or was a director or an
officer, employee, agent of the Corporation or who is or was serving at the
request of the Corporation as a director, officer, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or net the
Corporation would have the power to indemnify such person against that liability
under these Bylaws or the Act.
8.5 Officer, Employees and Agents. An officer of the Corporation shall be
indemnified to the same extent as a director, and is entitled to seek
indemnification under this part 8 to the same extent as a director. The
Corporation may indemnify and advance expenses to an employee or agent of the
Corporation, and persons who are not or were not officers, employees, or agents
of the Corporation but who are or were serving at the request of the Corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the same extent that it may indemnify and advance expenses to
directors under this part B or to such further extent as may be permitted or
required by law.
8.6 Other Protection and Indemnification. The protection and
indemnification provided hereunder shall not be deemed exclusive of any other
rights to which such person may be entitled under any agreement, insurance
policy, vote of shareholders, law, or otherwise.
8.7 Notice of Indemnification of or Advance of Expenses. Any
indemnification of or advance of expenses to a person in accordance with this
part 8 shall be reported in writing to the shareholders with or before the
notice or waiver of notice of the next shareholders' meeting or
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with or before the next submission to shareholders of a consent to action
without a meeting pursuant to Article 9.10.A, of the Act, as amended, and, in
any case, within the 12-month period immediately following the date of the
indemnification or advance.
9. General Provisions
9.1 Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the board of directors.
9.2 Seal. The corporate seal shall be in such form as may be prescribed by
the board of directors. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.
9.3 Minutes. The Corporation shall keep correct and complete books and
records of account and shall keep minutes of the proceedings of its shareholders
and board of directors, and shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of its shareholders, giving names and addresses of all shareholders and the
number and class of the shares held by each.
9.4 Amendment. Unless otherwise provided by the Articles of Incorporation
or unless the shareholders in amending, adopting or repealing a particular Bylaw
provision expressly provide that the directors may not amend or repeal such
provision, these Bylaws may be altered, amended or repealed and new Bylaws may
be adopted by the board of directors, at any meeting of the board of directors
at which a quorum is present, provided notice of the proposed alteration,
amendment, or repeal is contained in the notice of the meeting. Unless otherwise
provided in the Articles of Incorporation or by a Bylaw adopted by the
shareholders as to all or some portion of these Bylaws, the shareholders may
amend, repeal, or adopt Bylaws of the Corporation at any meeting of the
shareholders, provided that notice of the meeting provided notice of the
proposed Bylaw action, even though the Bylaws may also be amended, repealed, or
adopted by the board of directors.
9.5 Notice. Any notice to directors or shareholders shall be in writing and
shall be delivered personally or mailed to the directors ox shareholders at
their respective addresses appearing on the books of the Corporation. Notice by
mail shall be deemed to be given at the time when the same shall be deposited in
the United States mail, postage prepaid. Notice to directors may also be given
by telegram. Whenever any notice is required to be given under the provisions of
applicable statutes or of the Articles of Incorporation or of 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.
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Dated: September 1, 1994
/s/ Blaine F. Wesner
---------------------------
Blaine F. Wesner, Secretary
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