BYLAWS
OF
CI SELL CARS, INC.
(a Texas corporation)
ARTICLE I
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SHAREHOLDERS
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1. SHARE CERTIFICATES. Certificates representing shares of the
corporation shall set forth thereon the statements prescribed by Articles 2.19
and 2.22 of the Texas Business Corporation Act and by any other applicable
pro-vision of law, including any limitation or denial of preemptive rights,
which shall be signed by the President or a Vice-President of the corporation,
and may be sealed with the seal of the corporation or a facsimile thereof. The
signatures of any such officers upon a certificate may be facsimiles. In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of its issuance.
No certificate shall be issued for any share until the consideration
therefor has been fully paid.
2. FRACTIONAL SHARE INTERESTS OR SCRIP. The corpora-tion may issue
fractions of a share, arrange for the disposition of fractional interests by
those entitled thereto, pay in cash the fair value of fractions of a share as of
the time when those entitled to receive such fractions are determined, or issue
scrip in registered or bearer form, which shall entitle the holder to receive a
certificate for a full share upon the surrender of such scrip aggregating a full
share. A certificate for a fractional share shall, but scrip shall not, unless
otherwise provided there-in, entitle the holder to exercise voting rights, to
receive div-idends thereon, and to participate in any of the assets of the
corporation in the event of liquidation. The Board of Directors may cause scrip
to be issued subject to the condition that it shall become void if not exchanged
for certificates representing full shares before a specified date, or subject to
the condition that the shares for which the scrip is exchangeable may be sold by
the corporation and the proceeds thereof distributed to the holders of scrip, or
subject to any other conditions which the Board of Directors may determine
advisable.
3. SHARE TRANSFERS. Upon compliance with any provisions restricting the
transferability of shares that may be set forth in the Articles of
Incorporation, these Bylaws, or any written agreement in respect thereof, and,
in accordance with the provisions of Articles 2.19 and 2.22 of the Texas
Business Corporation Act, transfers of shares of the corporation shall be made
only on the share transfer records of the corporation by the registered hold-er
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation, or with a transfer
agent or a registrar and on surrender of the certificate or certificates for
such shares properly endorsed and the payment of all taxes thereon, if any.
Except as may be otherwise provided by law, the person in whose name shares
stand on the share transfer records of the corporation shall be deemed the owner
thereof for all purposes as regards the corporation; provided that whenever any
transfer of shares shall be made for collateral security, and not absolutely,
such fact, if known to the Secretary of the corporation, shall be so expressed
in the entry of transfer.
4. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or en-titled to receive a distribution (other than a
distribution involving a purchase or redemption by the corporation of any of its
own shares) or a share dividend, or in order to make a determination of
shareholders for any other proper purpose (other than determining shareholders
entitled to consent to action by shareholders proposed to be taken without a
meeting of shareholders), the Board of Directors of the corporation may provide
that the share transfer records shall be closed for a stated period not to
exceed, in any case, sixty days. If the share transfer records shall be closed
for the purpose of determining the shareholders entitled to notice of or to vote
at a meeting of shareholders, such share transfer records shall be closed for at
least ten days immediately preceding such meeting. In lieu of closing the share
transfer records, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date to be not more than
sixty days and, in case of a meeting of shareholders, not less than ten days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. If the share transfer records are not closed
and no record date is fixed for the de-termination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or shareholders entitled to
receive a distribution (other than a distribution involving a purchase or
redemption by the corporation of any of its own shares) or a share dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such distribution or share
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of share-holders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof except where the
determination has been made through the closing of share transfer records and
the stated period of closing has expired. Unless a record date shall have
previously been fixed or determined pursuant to this section, whenever action by
shareholders is proposed to be taken by consent in writing without a meeting of
shareholders, the Board of Directors may fix a record date for the purpose of
determining shareholders entitled to consent to that action, which record date
shall not precede, and shall not be more than ten days after, the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors and the
prior action of the Board of Directors is not required by the Texas Business
Corporation Act, the record date for determining shareholders entitled to
consent to action in writing without a meeting shall be the first date on which
a signed written consent setting forth the action taken or proposed to be taken
is delivered to the corporation as provided in Section A of Article 9.10 of the
Texas Business Corporation Act or 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 by certified or registered mail, return
receipt requested. Delivery to the corporation's principal place of business
shall be addressed to the president or the principal executive officer of the
corporation. If no record date shall have been fixed by the Board of Directors
and prior action of the Board of Directors is required by the Texas Business
Corporation Act, the record date for determining shareholders entitled to
consent to action in writing without a meeting shall be at the close of business
on the date on which the Board of Directors adopts a resolution taking such
prior action.
5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of outstanding shares of any class upon which
or upon whom the Articles of Incorporation confer such rights where there are
two or more classes or series of shares or upon which or upon whom the Texas
Business Corporation Act confers such rights notwithstanding that the Articles
of Incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
6. SHAREHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date fixed from time to
time by the Board of Directors; provided that any such date shall not be more
than thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date fixed by the directors except when the Texas
Business Corporation Act confers the right to call a special meeting upon the
share-holders.
- PLACE. Annual meetings and special meetings shall be held at such
place within or without the State of Texas as shall be fixed from time to time
by the Board of Directors. In the event of failure of the Board of Directors to
fix such place, any such meeting shall be held at the registered office of the
corporation in Texas.
- CALL. Annual meetings may be called by the directors or the President
or by any officer instructed by the directors or the President to call the
meeting. Special meetings may be called in like manner or by any other person or
persons authorized to do so by the provisions of the Texas Business Corporation
Act.
- NOTICE OR WAIVER OF NOTICE. Written or printed notice stating the
place, day, and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten days (or not less than any such other minimum period of days as may be
prescribed by the Texas Business Corporation Act) nor more than sixty 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. The notice of any annual meeting shall also
contain a statement of the purpose or purposes thereof whenever the Texas
Business Corporation Act shall require such statement. The notice of any annual
or special meeting shall also include, or be accompanied by, any additional
statements, information, or documents pre-scribed by the Texas Business
Corporation Act. Whenever any notice is required to be given to any
share-holder, a waiver thereof in writing signed by any such shareholder,
whether before or after the time stated there-in, shall be the equivalent to
giving such notice. Notice need not be given to a shareholder in circumstances
in which the Texas Business Corporation Act authorizes the omission of such
notice.
- VOTING LIST. The officer or agent having charge of the share transfer
records for shares of the corporation shall make, at least ten days before each
meeting of share-holders, a complete list of the shareholders entitled to vote
at the meeting or any adjournment thereof, arranged in alphabetical order, with
the address of, and the number of shares held by, each. The list shall be kept
on file at the registered office or principal place of business of the
corporation in the State of Texas for a period of at least ten days prior to the
meeting 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 share transfer
records shall be prima facie evidence as to who are the shareholders entitled to
examine such list or share transfer records or to vote at any meeting of
shareholders.
- CONDUCT OF MEETING. Meetings of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting the Chairman of the Board, if any, the Vice-Chairman of the Board, if
any, the President, a Vice-President, or, if none of the foregoing is in office
and present and acting, by a chairman to be chosen by the shareholders. The
Secretary of the corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, but, if neither the Secretary nor an
Assistant Secretary is present, the Chairman of the meeting shall appoint a
secretary of the meeting.
- PROXY REPRESENTATION. Every shareholder may authorize another person
or persons to act for him by proxy in all matters in which a shareholder is
entitled to participate, whether for the purposes of determining his presence at
a meeting, or whether by waiving notice of any meeting, voting or participating
at a meeting, or expressing consent or dissent without a meeting, or otherwise.
Every proxy shall be executed in writing by the shareholder. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.
- INSPECTORS - APPOINTMENT. The directors, in advance of any meeting,
may, but need not, appoint one or more inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares outstanding and the voting power of each,
the shares rep-resented at the meeting, the existence of a quorum, the validity
and effect of proxies, and shall receive votes, ballots, or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots, or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all shareholders. On request of the person presiding at the meeting or any
shareholder, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.
- QUORUM. With respect to any meeting of shareholders, a quorum shall
be present for any matter to be presented at that meeting if the holders of a
majority of the shares entitled to vote at the meeting are represented at the
meeting in person or by proxy. 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. The shareholders
represented in person or by proxy at a meeting of shareholders at which a quorum
is not present may adjourn the meeting until such time and to such 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.
- VOTING. Shareholders shall not be entitled to cumulate their votes in
the election of directors. In the election of directors, a plurality of the
votes cast shall elect. Except as the Texas Business Corporation Act, the
Articles of Incorporation, or these Bylaws may otherwise provide, the
affirmative vote of the holders of a majority of the shares entitled to vote on
and that voted for or against or expressly abstained with respect to that matter
at a meeting of shareholders at which quorum is present shall be the act of the
shareholders.
7. INFORMAL ACTION. Any action required by the Texas Business
Corporation Act to be taken at a meeting of shareholders, and any action which
may be taken at any annual or special meeting of shareholders may be taken
without a meeting, without prior notice, and without a vote pursuant to the
provisions of Article 9.10 of the Texas Business Corporation Act.
Subject to the provisions required or permitted by the Texas Business
Corporation Act for notice of meetings, shareholders may participate in and hold
a meeting by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this paragraph 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 II
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BOARD OF DIRECTORS
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1. FUNCTIONS GENERALLY. The powers of the corporation shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, a Board of Directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder, a
citizen of the United States, or a resident of the State of Texas. The initial
Board of Directors shall consist of one person, which is the number of directors
fixed in the Articles of Incorporation, and which shall be the fixed number of
directors until changed. The number of directors may be increased or decreased
by an amendment to these Bylaws or by other action of the directors or the
shareholders, but no decrease in the number of directors shall have the effect
of shortening the term of any incumbent director. The number of directors shall
never be less than one. The full Board of Directors shall consist of the number
of directors fixed herein.
3. ELECTION AND TERM. The initial Board of Directors shall consist of
the directors named in the Articles of Incorporation and shall hold office until
the first annual meeting of shareholders and until their successors have been
elected and qualified. Thereafter, directors who are elected at an annual
meeting of shareholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
succeeding annual meeting of shareholders and until their successors have been
elected and qualified. In the interim between annual meetings of share-holders
or of special meetings of shareholders called for the election of directors, any
vacancies in the Board of Directors, including vacancies resulting from the
removal of directors by the shareholders but which are not filled by said
shareholders, may be filled by the affirmative vote of a majority of the
remain-ing directors, although less than a quorum exists. Subject to any
limitations imposed by Article 2.34 of the Texas Business Corporation Act, any
directorship to be filled by reason of an increase in the number of directors
may be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elec-ted Board shall be held as soon
after its election as the di-rectors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or without the
State of Texas as shall be fixed by the Board.
- CALL. No call shall be required for regular meet-ings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, of the President, or of a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meet-ings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not specify the business to be
transacted or the purpose of the meeting. Any requirement of furnishing a notice
shall be waived by any director who signs a waiver of notice before or after the
meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of the meeting, except where the director at-tends the meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
- QUORUM AND ACTION. A majority of the full Board of Directors shall
constitute a quorum unless a different number or portion is required by law.
Except as herein otherwise provided, and except as may be otherwise provided by
law, the Articles of Incorporation, or these Bylaws, the act of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
- CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be
presided over by the following persons in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, or any other director chosen by the Board.
5. REMOVAL OF DIRECTORS. The entire Board of Directors or any
individual director may be removed from office in conformance with the
provisions of Article 2.32 of the Texas Business Corporation Act.
6. COMMITTEES. The Board of Directors, may, by resolution adopted by a
majority of the full Board, 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, replace absent or
disqualified members at any meeting of that committee. Any such committee, to
the extent provided in the resolution, shall have and may exercise all of the
authority of the Board of Directors except such authority as may not be
delegated under the Texas Business Corporation Act.
7. INFORMAL ACTION. Any action required or permitted to be taken at a
meeting of directors or of any committee, if any, 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 or committee, as the case may be.
Subject to the provisions required or permitted by the Texas Business
Corporation Act for notice of meetings, members of the Board of Directors, or
members of any committee designated by the Board of Directors, may participate
in and hold a meeting by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this paragraph 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
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OFFICERS
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The corporation shall have a President and a Secretary, each of whom
shall be elected by the Board of Directors at such time and in such manner as
the Board may deem appropriate. The corporation may have such other officers,
including assistant officers, and agents as may be deemed necessary, each or any
of whom may be elected or appointed by the directors or may be chosen in such
manner as the directors shall determine. Any two or more offices may be held by
the same person.
Unless otherwise provided in the resolution of election or appointment,
each officer shall hold office until the meeting of the Board of Directors
following the next annual meeting of shareholders and until his successor has
been elected and qualified.
The officers and agents of the corporation shall have the authority and
perform the duties in the management of the corporation as determined by the
resolution electing or appointing them, as the case may be.
The Board of Directors may remove any officer or agent whenever in its
judgment the best interests of the corporation will be served thereby.
ARTICLE IV
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REGISTERED OFFICE AND AGENT - SHAREHOLDERS RECORD
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The address of the initial registered office of the corporation and the
name of the initial registered agent of the corporation are set forth in the
original Articles of Incorporation.
The corporation shall keep at its registered office in the State of
Texas or at its principal place of business, or at the office of its transfer
agent or registrar, if any, a record of its shareholders, as prescribed by
Article 2.44 of the Texas Business Corporation Act and shall keep on file at
said registered office the voting list of shareholders for a period of at least
ten days prior to any meeting of share-holders.
ARTICLE V
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CORPORATE SEAL
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The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE VI
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FISCAL YEAR
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The fiscal year of the corporation shall be fixed, and shall be subject
to change, by the Board of Directors.
ARTICLE VII
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CONTROL OVER BYLAWS
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After the adoption of the initial Bylaws by the initial Board of
Directors, the Board of Directors may amend or repeal the Bylaws or adopt new
Bylaws except as otherwise provided by Article 2.23 of the Texas Business
Corporation Act or any other applicable provision of law.
I HEREBY CERTIFY that the foregoing is a full, true and correct copy of
the Bylaws of CI Sell Cars, Inc., a corporation of the State of Texas, as in
effect on the date hereof.
WITNESS my hand and the seal of the corporation.
Dated: December13, 2003
/s/ Curtis Hunsinger
Curtis Hunsinger
Secretary of CI Sell Cars, Inc.