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EXHIBIT 3.4
BY LAWS
ARTICLE ONE
CAPITAL STOCK
SECTION ONE: Share certificates, as approved by the Board of Directors, shall
be issued to shareholders specifying the name of the owner, number of shares,
and date of issue. Each certificate shall be signed by the President and
Secretary with the corporate seal affixed thereon. Each certificate shall be
numbered in the order in which it is issued.
SECTION TWO: Each shareholder shall be entitled to one vote per share of common
stock, unless otherwise stated in Article of Incorporation
SECTION THREE: Transfer of shares of stock shall be in the transfer ledger of
the corporation. Such transfers shall be done in person or by power of
attorney. Transfers shall be completed on the surrender of the old certificate,
duly assigned.
ARTICLE TWO
SHAREHOLDER'S MEETINGS
SECTION ONE: The annual meeting of the shareholders shall be held on the 3rd
Thursday of August each year at Lewisville. If the stated day is a weekend day
or a legal holiday, the meeting shall be held on the next succeeding day not a
weekend day or a holiday.
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SECTION TWO: The place of the annual meeting may be changed by the Board of
Directors within or without the State of incorporation for any given year upon
10 days notice to the shareholders. Special meetings may be held within or
without of the State of incorporation and at such time as the Board of
Directors may fix.
SECTION THREE: Special meetings of the shareholders may be called at any time
by the President or any holder(s) of at least twenty-five percent of the
outstanding capital stock.
SECTION FOUR: Notice of any special meeting of the shareholders shall be given
to all shareholders to their last known address by registered mail. Notice of
any special meeting of the shareholders shall state the purpose of such
meeting. Notice of a special meeting may be waived in writing either before or
after such meeting.
SECTION FIVE: Unless otherwise provided by law or the Articles of
Incorporation, all meetings of the shareholders, action may be taken by a
majority vote of the number of shares entitled to vote as represented by the
shareholders present at such meeting. Directors shall be elected by a plurality
vote. A quorum shall constitute one share over fifty percent of the outstanding
shares entitled to vote as represented by the shareholders present at such
meeting. No business may be transacted without the presence of a quorum. At any
time during any shareholders meeting, if it is determined that a quorum is no
longer present, the meeting shall be then adjourned.
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SECTION SIX: Action may be taken by the shareholders without a formal meeting
by consent, if such consent is executed in writing by all of the shareholders
entitled to vote and if allowed under the laws of the State of incorporation.
ARTICLE THREE
DIRECTORS
SECTION ONE: The Board of Directors shall control the full and entire
management of the affairs and business of the corporation. The Board of
Directors shall adopt rules and regulations to manage the affairs and business
of the corporation by resolution at special or the annual meeting. A quorum
shall consist of a majority of the directors. Resolutions adopted and all
business transacted by the Board of Directors shall be done by a majority vote
of the directors present at such meetings.
SECTION TWO: The Board of Directors shall consist of two members to be elected
by the shareholders at an annual meeting. The term of office shall be one year.
Vacancies may be filled by the Board of Directors prior to the expiration of
the term. Such appointment shall continue until the next annual meeting of
shareholders.
SECTION THREE: The Board of Directors shall meet annually at the same place of
the shareholders meetings immediately following the annual meeting of the
shareholders. Special meetings of the Board of Directors may be called by the
President or any two (2) directors on ten (10) days notice,
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or such other and further notice as required by the laws of the State of
incorporation.
SECTION FOUR: Notice of special or regular meetings of the Board of Directors
other than the annual meeting of the Board of Directors, shall be made by mail
to the last known address of each director. Such notice shall be mailed ten
(10) days prior to such meeting and shall include time and place and reasons
for the meeting. All other requirements of the laws of the State of
incorporation for notices shall be followed.
SECTION FIVE: All directors of the corporation who are present at a meeting of
the Board of Directors shall be deemed to have assented to action taken at such
meeting as to any corporate action taken, unless a director who did not vote in
favor on such action goes on record in the minutes as dissenting. In such a
case, the dissenting director will not be deemed to having assented to the
action taken.
SECTION SIX: Directors may be removed for cause by a majority vote at a meeting
of the shareholders or Directors. Directors may be removed without cause by a
majority vote at a meeting of the shareholders.
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ARTICLE FOUR
OFFICERS
SECTION ONE: The officers of the corporation shall consist of a President,
Secretary and Treasurer. All officers shall be elected by the Board of
Directors and shall serve a term for compensation as fixed by the Board of
Directors. The Board of Directors may establish other offices as it may be deem
fit.
SECTION TWO: The chief executive officer shall be the President. The president
shall have management powers of the corporation. His duties shall include but
are not limited to administration of the corporation presiding over
shareholders meeting including general supervision of the policies of the
corporation as well as general management. The President shall execute
contracts, mortgages, loans and bonds under the seal of the corporation. The
President shall have other powers as determined by the Board of Directors by
resolution.
SECTION THREE: The Secretary shall keep the minutes of meetings of the Board of
Directors and shareholder meetings. The Secretary shall have charge of the
minute books, seal and stock books of the corporation. The Secretary shall have
other powers as delegated by the President.
SECTION FOUR: The Treasurer shall have the power to manage the financial
affairs of the corporation. The Treasurer shall keep books and records of the
financial affairs and make such available to the President and Board of
Directors upon request. The Treasurer may make recommendations to the officers
and directors in regard to the financial affairs of the corporation.
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SECTION FIVE: The Vice-President, if one is appointed by the Board of
Directors, shall have such powers as delegated to him by the President. Upon
the inability to perform by the President, the Vice-President shall serve as
President until such time as the President shall be able to perform or further
action by the Board of Directors. The President shall be deemed unable to
perform his duties upon written notification by the President of such inability
or resignation to the Board of Directors that the President is unable to
perform.
SECTION SIX: Vacancies shall be filled by the Board of Directors. Until such
time as vacancies are filled the following rules of succession shall apply
without regard to Section Five of this Article. The Vice-President shall act as
President, the Treasurer shall act as Secretary, and the Secretary shall act as
Treasurer.
SECTION SEVEN: Assistants to officers may be appointed by the President. These
duties shall be those delegated to them by the President or the board of
Directors.
SECTION EIGHT: Compensation of the officers shall be determined by the Board of
Directors.
ARTICLE FIVE
CONTRACTS AND INSTRUMENTS OF INDEBTEDNESS
SECTION ONE: No contracts or any instrument of indebtedness shall be executed
without approval by the Board of Directors
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by resolution. Upon such resolution, the President shall be authorized to
execute contracts or instruments of indebtedness as specified in the
resolution.
SECTION TWO: All checks, drafts or other instruments of indebtedness shall be
executed in the manner as determined by the Board of Directors by resolution.
ARTICLE SIX
CORPORATE SEAL
The seal of the corporation shall be provided by the Board of
Directors by resolution. The seal shall be used by the President or other
officers of the corporation as provided for in these By-Laws.
ARTICLE SEVEN
AMENDMENT
These By-Laws may be amended from time to time by a majority vote of
the Board of Directors or by a majority vote of the shareholders. These By-Laws
may be repealed and new By-Laws established in the same manner as amendments.
These By-Laws will continue in full force and effect until amended or repealed
and replaced by new By-Laws.
ARTICLE EIGHT
DIVIDENDS
The Board of Directors may from time to time declare dividends to the
shareholders. These distributions may be
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in cash or property. No such dividends may be made out of the capital of the
corporation.
ARTICLE NINE
DIRECTOR'S LIABILITIES
SECTION ONE: A director of the corporation shall not be liable to the
corporation or its shareholders for monetary damages for an act or omission in
the director's capacity as a director, except with respect to liability for:
(1) a breach of the director's duty of loyalty to the corporation or its
shareholders:
(2) an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law;
(3) a transaction from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within the
scope of the director's office;
(4) an act or omission for which the liability of a director is expressly
provided for by statute; or (5)An act related to an unlawful stock
repurchase or payment of a dividend.
If the Texas Business Corporation Act, the Texas Miscellaneous
Corporation Laws Act or any other similar statute is amended after approval by
the shareholders of this provision to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the corporation shall be eliminated or limited to the fullest
extent permitted by such statutes, as so amended.
ARTICLE TEN
RESTRICTIONS ON TRANSFER OF STOCK
SECTION ONE: No shareholder shall, during his life, assign, pledge, encumber,
or offer as collateral any shares of his stock.
SECTION TWO: No shareholder shall, during his life, transfer or sell any of
their shares of stock to any party without first offering them for sale to the
corporation. If suck offer is declined in writing within 10 days of delivery to
the corporation, such shares must then be offered to the other shareholders of
the corporation. If such offers are declined in writing within 10 days of
delivery to the other shareholders the shares may then be sold or transferred
as the selling shareholder wishes. Failure by either the
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corporation or the other shareholders to respond in writing within the 10-day
period shall be deemed to be equivalent to a written declination of the offer
to sell.
SECTION THREE: All bylaw or other provisions restricting the transfer of stock
are subject to the Texas Business Corporation Act and other state statutes, as
amended, and may not be construed as being more restrictive than the Texas
statutes allow.
ARTICLE ELEVEN
MISCELLANEOUS PROVISIONS
SECTION ONE: Action Without Meeting or By Use of Conference Telephone. Any
action permitted or required by law, these bylaws or the articles of
incorporation of the corporation, to be taken at a meeting of the shareholders,
the Board of Directors or any committee designated by the Board of Directors
may be taken without a meeting if a consent in writing, setting forth the
action so taken, is signed by all shareholders entitled to vote with respect to
the subject matter thereof, or all members of the Board of Directors or
committee, as the case may be. Such consent shall have the same force and
effect as a unanimous vote at a meeting, and may be stated as such in any
document or instrument filed with the Secretary of State. Subject to the
requirement for notice of meetings, shareholders, members of the Board of
Directors, or members of any committee designated by the Board of Directors,
may participate in and hold a meeting of such shareholders, Board of Directors
or committee, as the case may be, by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a meeting 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.
