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EXHIBIT 3.3
BY-LAWS
OF
GATSBY'S COFFEE COMPANY.
ARTICLE I - OFFICES
1.1 REGISTERED OFFICE AND AGENT
The registered office of the Corporation maintained in the
State of Texas, may be,., but need not be, identical with the
principal business office in the State of Texas, and the address
of the registered office may be changed from time to time by the
Board of Directors.
1.2 PRINCIPAL OFFICE
The principal office of the Corporation in the State of
Texas shall be located in the County of Travis. The Corporation
may have such other offices, either within or without the State
of Texas, as the Board of Directors may designate or as the
business of the Corporation may require from time to time,
1.3 OTHER OFFICES
The Corporation may also have offices at such other places
both within and without the State of Texas as the Board of
Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE II - MEETINGS OF SHAREHOLDERS
2.1 ANNUAL MEETING
Annual meetings of stockholders, commencing with the year
1999, is to be set by the Board of Directors and shall be held no
less than sixty (60) clays after the close of each fiscal year
and no longer the nine (9) months after the close of any fiscal
year. The date, time and place within or without the State of
Texas, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting or in a duly
executed waiver of notice thereof, at which meeting the
stockholders shall elect a Board of Directors, and transact such
other business as may properly be brought before the meeting.
2.2 FAILURE TO HOLD ANNUAL MEETING
Failure to hold any annual meeting shall not work a
dissolution of the Corporation. If the annual meeting is not held
within any thirteen (13) month period, any court of competent
jurisdiction in the county in which the principal office of the
Corporation is located may, on application of any shareholder,
summarily order a meeting to be held.
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2.3 SPECIAL MEETINGS
Special meetings of the shareholders for any purpose or
purposes may be called by the President or by the Secretary at
the request in writing of a majority of the Board of Directors,
or at the request of shareholders owning not less than thirty
(30%) percent of all the shares entitled to vote for the purpose
of the proposed meeting. Business transacted at any such special
meeting of shareholders shall be limited to the purposes stated
in the notice.
2.4 NOTICE AND WAIVERS OF NOTICE
(a) Written notice stating the place, day 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 sixty (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 of record
entitled to vote at such meeting.
(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.
2.5 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 ten (10) but not more than
fifty (50) 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.
2.6 VOTING LIST
(a) The officer or agent having charge of the stock transfer
books for shares of the Corporation shall make, at least ten (10)
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 (10) 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 to vote at any meeting of shareholders.
(b) Failure to complly with the requirements of this section
shall not affect the validity of any action taken at such
meeting.
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2.7 QUORUM OF SHAREHOLDERS
The holders of one third of the shares issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings
of the shareholders for the transaction of business except as
otherwise provided by a statute or by the Articles of
Incorporation. If, however, a quorum shall not be present or
represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned
meeting, provided a quorum shall be present or represented
thereat, any business may be transacted which might have been
transacted if the meeting had been held in accordance with the
original notice thereof.
2.8 WITHDRAWAL OF QUORUM
If a quorum is present at any meeting, the vote of holders
of a majority of the shares entitled to vote, present in person
or represented by proxy, shall decide any question brought before
such meeting unless the question is one upon which a different
vote is required by express provision of the statutes or by the
Articles of Incorporation or these ByLaws. The shareholders
present at a meeting at which a quorum is present may continue to
transact business until the adjournment, despite the withdrawal
of shareholders after the commencement of the meeting, which
withdrawal leaves less than a quorum remaining at the meeting.
2.9 PROXIES
No proxy shall be valid after eleven (11) months from the
date of its execution, unless otherwise expressly provided in the
proxy. Each proxy shall be revocable unless expressly provided
therein to be irrevocable and unless otherwise made irrevocable
by law.
2.10 VOTING OF SHARES
Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting
rights of any class or classes are limited or denied by the
Articles of Incorporation. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or by
his duly authorized attorney-in-fact.
2.11 ACTION WITHOUT MEETING OR BY USE OF CONFERENCE TELEPHONE
Any action required by the Texas Business Corporation Act to
be taken at a meeting of the shareholders, or any action 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 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 doe document filed with the Secretary of State. Subject to the
provisions of the Texas Business Corporation Act and these
By-Laws for notice of meetings, shareholders may participate in
and hold a meeting of such
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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 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.
ARTICLE III - DIRECTORS
3.1 POWERS
The business and affairs of the Corporation and all
corporate powers shall be managed by the Board of Directors,
subject to any limitation imposed by statute, the Articles of
Incorporation, or these By-Laws as to action which requires'
authorization or approval by the shareholders.
3.2 NUMBER, TENURE AND QUALIFICATIONS.
The number of Directors of the Corporation shall be not
greater than fifteen and shall be set annually by resolution of
the Corporation's Board of Directors. Each Director shall hold
office until the next annual meeting of Shareholders and until
his or her successor shall have been elected and qualified.
Directors need not be residents of the State of Texas or
Shareholders of the Corporation.
3.3 ELECTION
The Directors shall be elected at the annual meeting of the
shareholders, and each Director elected shall serve until his
successor shall have been elected and qualified.
3.4 VOTING
Every shareholder entitled to vote shall have the right to
vote the number of voting shares owned by such shareholder for as
many persons as there are directors to be elected and for whose
election the shareholder has the right to vote. Shareholders way
not cumulate their votes.
3.5 REMOVAL OF DIRECTORS
At any 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.
3.6 VACANCIES
(a) Any vacancy in the Board of Directors caused by death,
resignation, removal. or otherwise shall be filled by a majority
of the remaining Directors. 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.
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(b) A directorship to be filed by reason of an increase in
the number of directors may be filed by (1) an annual or special
meeting of shareholders called for that purpose; or (2) 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.
3.7 INCREASE OR DECREASE IN NUMBER
The number of Directors may be increased or decreased from
time to time by amendment to these By-Laws, but no decrease shall
have the effect of shortening the term of any incumbent Director.
Any directorship to be filled by reason of an increase in the
number of Directors shall be filled by election at an annual or
special meeting of shareholders.
ARTICLE IV - MEETINGS OF THE BOARD OF DIRECTORS
4.1 PLACE
Meetings of the Board of Directors, regular or special, may
be held either within an or.
without the State of Texas.
4.2 ANNUAL MEETING
Within thirty (30) days after each annual meeting of
shareholders, the Board of Directors elected at such meeting
shall. hold an annual meeting at which the Board of, Directors
shall elect officers and transact such other business as shall
come before the meeting.
4.3 REGULAR MEETINGS
Regular meetings of the Board of Directors may be held
without notice at such time and at such place as, shall from time
to time be determined by the Do Board of Directors.
4.4 SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by
the Chief Executive Officer on three days notice to each
director. Special meetings shall be called by the Secretary on
the
written request of two (2) Directors by three days notice to each
director.
4.5 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. Neither the business to be transacted at, nor the
purpose of, any regular or special meting of the Board of
Directors need be specified in the notice or waiver of notice of
such meeting.
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4.6 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 thereat may adjourn
the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
4.7 ACTION WITHOUT MEETINGS
Unless otherwise restricted by the Articles of
Incorporation, any action required or permitted to be taken at a
meeting of 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 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 provisions of the Texas Business Corporation Act
and these By-Laws for notice of meetings, unless otherwise
restricted by the Articles of Incorporation, 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 the Board
of Directors or such committee, as the case may be, 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
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.
4.8 COMMITTEES
The Board of Directors may from time to time de designate
ate members of the. BO Board to constitute committees, including
an Executive Committee, which shall in each case consist of not
less than two Directors, and shall have and may exercise such
power, as the Board may determine and specify in the respective
resolutions appointing them; except that no such committee shall
have the authority of the Board of Directors in reference to
amending the Articles of Incorporation, approving a plan of
merger or consolidation, 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, recommending to the
shareholders a voluntary dissolution of the corporation or a
revocation thereof, amending, altering, or repealing the By-Laws
of the corporation or adopting new By-Laws for the corporation,
filling vacancies in the Board of Directors or any committee
thereof, filling any directorship to be filled by reason of an
increase in the number of directors, electing or removing
officers or members of such committee, fixing the compensation of
any member of such committee, or altering or repealing any
resolution of the Board of Directors which by its terms provides
that it shall not be so amendable or repealable; and, shall not
have the power or authority to declare a dividend or to authorize
the issuance of shares of the corporation. A majority of all the
members of any such
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committee may determine its action and fix the time and place of
its meeting, unless the Board of Directors shall otherwise
provide. The Board of Directors shall have power at any time to
change the number, subject as aforesaid, and members of any such
committee, to fill vacancies and to discharge any such committee.
4.9 ORDER OF BUSINESS
At meetings of the Board of Directors, business shall be
transacted in such order as from rime to time the Board may
determine. At meetings of the Board of Directors, the Chief
Executive Officer shall preside, and in the absence of the Chief
Executive Officer, a vice chairman shall be chosen by the Board
from among the Directors present. Ile Secretary of the
Corporation shall act as Secretary of the meetings of the Board
of Directors, but in the absence of the Secretary, the presiding
officer may appoint any person to act as Secretary of the
meeting.
4.10 COMPENSATION
Directors, as such, shall not receive any stated salary for
their service, but by resolution of the Board a fixed sum and
expenses of attendance, if any, may be allowed for attendance at
each annual, regular, or special meeting of the Board; provided,
that nothing contained herein shall be construed to preclude any
director from serving the Corporation in any other capacity and
receiving compensation therefor.
ARTICLE V - OFFICERS
5.1 ELECTION, NUMBER, QUALIFICATION, TERM, COMPENSATION
The officers of the Corporation shall be elected by the
Board of Directors at the annual meeting of the Board of
Directors provided for in Article IV, Section 4.2. The officers
shall consist of a Chief Executive, Officer, a President and a
Secretary. The Board of Directors may also elect a Treasurer, one
or - more Vice-Presidents, 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 by resolutions not inconsistent with these
By-Laws. Two or more offices may be held by the same person. None
of the officers need be Directors except the Chief Executive
Officer. The Board of Directors shall have the power to enter
into contracts of employment and compensation of officers for
such terms as the Board 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 whenever in its judgment the
best interests of the Corporation will be served thereby. 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.
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5.3 VACANCIES
Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise shall be filled 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 By-Laws or as may be determined by the Board of
Directors, not inconsistent with these By-Laws.
5.5 CHIEF EXECUTIVE OFFICER
The Chief Executive Officer shall have general
responsibility for all executive level decisions. The Chief
Executive Officer shall communicate to the Board of Directors,
all matters presented by any officer of the Corporation for the
Corporation's consideration and shall. from time to time
communicate to the officers such action of the Board of Directors
as may in the Chief Executive Officer's judgment affect the
performance of their official duties.
The Chief Executive Officer may execute and deliver on
behalf of the Corporation any deeds, bonds, mortgages, contracts,
powers of attorney, or any other instruments which the Board of
Directors have authorized to be executed, except in cases where
the signing and execution shall be expressly delegated by the
Board of Directors or these by-Laws to some other officer or
agent of the Corporation, or shall be required by law to be
otherwise signed or executed.
5.6 PRESIDENT
The President shall be the Chief Operating Officer of the
Corporation and shall have general charge of the business of the
Corporation. The President shall from time to time obtain
information concerning the affairs and business of the
Corporation and shall promptly lay such information before the
Board of Directors and the Chief Executive Officer.
The President may employ all agents and employees of the
Corporation and may discharge any such agent or employee and
shall perform such other duties as my be prescribed by the Board
of Directors from time to time.
5.7 THE VICE-PRESIDENT
In the absence of the President or in the event of the
inability or refusal to act of the President, the Vice President
(or in the event there be more than one Vice-President, the Vice-
Presidents in the order designated, or in the absence of any
designation, then in the order of their election) shall perform
the duties of the President and when so acting, shall have all
the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties and
have such other powers as the Board of Directors may from time to
time prescribe.
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5.8 THE SECRETARY
The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the stockholders of the
Corporation and of the Board of Directors in a book to be kept
for that purpose and shall perform like duties for the standing
committees when required. The Secretary shall give, or cause to
be given, notice of all, meetings of stockholders 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 the Secretary shall be. The
Secretary shall have custody of the corporate seal of the
Corporation and the Secretary, or an Assistant Secretary shall
have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by the signature of the
Secretary or by the signature of such Assistant Secretary. The
Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the
affixing by his signature.
5.9 THE ASSISTANT SECRETARY
The Assistant Secretary, or if there be more than one the
Assistant Secretaries in the order determined by the Board of
Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Secretary
or in the event of the inability or refusal to act of the
Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
5.10 THE TREASURER
The Treasurer, if any, shall have the custody of the
corporate funds and securities and shall keep fall and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The
Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for
such disbursements, and shall. render to the President and the
Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all transactions as
Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall give the
Corporation a bond (which shall be renewed every six years) in
such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful
performance of the duties of the office of Treasurer and for the
restoration to the Corporation, in case of death, resignation,
retirement or removal from office of the Treasurer, of all books,
papers, vouchers, money and other property of whatever kind in
the possession or under the control of the Treasurer belonging to
the Corporation.
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5.11 THE ASSISTANT TREASURER
The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of
Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Treasurer
or in the event of the inability or refusal to act of the
Treasurer, perform the duties and exercise the powers of the
Treasurer and ,shall perform such other duties and have such
other powers as the Board of Directors may from time to time
prescribe.
ARTICLE VI - CERTIFICATES REPRESENTING SHARES
6.1 CERTIFICATES
The shares of the Corporation shall be represented by
certificates signed by the President and the Secretary or an
Assistant Secretary of the Corporation, and shall be sealed with
the seal of the Corporation or a facsimile thereof. The
signatures of the President and the Secretary or Assistant
Secretary upon a certificate may be facsimiles if the certificate
is countersigned by a transfer agent, or registered by a
registrar, other than the Corporation itself or an employee of
the Corporation. The certificates shag 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
holders name and the number of shares. Certificates shall be in
such form as shall be prescribed from firm to time in conformity
with law by the Board of Directors. The Corporation may appoint
from time to time transfer agents and registrars, who shall
perform their duties under the supervision of the Secretary.
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 previously issued by the
Corporation and alleged to have been lost, stolen, or destroyed
upon the making of an affidavit of that fact by the person
claiming the certificate to have been 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 indemnities as in 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.
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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 shares
duly endorsed or accompanied by proper evidence of succession,
assignment Or authority to transfer, a new certificate shall be
issued to the person entitled thereto and the old certificate
canceled and the transaction recorded upon the books of the
Corporation.
ARTICLE VII - DIVIDENDS
7.1 DECLARATION AND PAYMENT
Subject to the Laws of the State of Texas 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, there may be set aside out
of any funds of the Corporation available for dividends such sum
or sums as the Directors from time-to-time, in their absolute
discretion, think proper as a reserve fund for meeting
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, and the Directors
may modify or abolish any such reserve in the manner in which it
was created.
ARTICLE VIII - INDEMNIFICATION OF OFFICERS, DIRECTORS, AND
EMPLOYEES
8.1 INDEMNIFICATION
The Corporation shall, to the fullest extent now or
hereafter permitted by law, indemnify any Director or officer or
former Director or officer of the Corporation, or any person who
may have served at its request as a director or officer or former
director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor, against
expenses actually and necessarily incurred by him in connection
with the defense of any action, suit, or proceeding, whether
civil or criminal, in which he is made a party by reason or being
or having been such Director or officer, except in relation to
matters as to which he shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in
performance of duty. The Corporation shall also reimburse any
such Director or officer or former Director or officer or any
such person serving or formerly serving in the capacities set
forth in the first sentence above at the request of the
Corporation for the reasonable cost of settlement of any such
action, suit or proceeding, if it shall be found by a majority of
the Directors not involved in the matter in controversy, whether
or not a quorum, that it was in the best interest of the
Corporation that such settlement be made, and that such Director
or officer or former Director or officer or such person was not
guilty of negligence or misconduct in performance of duty.
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8.2 INSURANCE
The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director, officer, employee,
or agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against him and
incurred, by him in any such capacity or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under these By-Laws
or the laws of the State of Texas.
8.3 ADVANCED EXPENSES
The Corporation may pay in advance any expenses which may
become sub subject to indemnification if the Board of Directors
authorizes the specific payment and the person receiving the
payment undertakes in writing to repay unless it is ultimately
determined that he is entitled to indemnification by the
Corporation.
8.4 OTHER PROTECTION AND INDEMNIFICATION
The protection and indemnification provided hereunder shall
not be deemed exclusive of any other rights to which such
Director or officer or former Director or officer or such person
may be entitled, under any agreement, Corporate policy, insurance
policy or vote of shareholders, or otherwise.
ARTICLE IX - MISCELLANEOUS PROVISIONS
9.1 FISCAL YEAR
The fiscal year of the Corporation shall be fixed by
resolution for the Board of Directors.
9.2 SEAL
The Corporate seal shall be circular in form and shall
contain the name of the Corporation, and the word TEXAS"
encircling an image of the Lone Star. The seal may be used by
causing it or a facsimile to be impressed or affixed or in any
other manner reproduced. The corporate seal may be altered by
order of the Board of Directors at any time.
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 the names and addresses of all shareholders,
and the number and class of the shares held by each.
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9.4 RESIGNATIONS
Any director or officer may resign at any time. Such
resignations shall be made in writing and shall take effect at
the time specified therein, or if no time is specified, at the
time of its receipt by the President or Secretary. The acceptance
of a resignation shall not be necessary to make it effective,
unless expressly so provided in the resignation.
9.5 AMENDMENT
These By-Laws may be altered, amended, or repealed and new
By-Laws may be adopted by the Board of Directors, subject to
repeal or change by action of the shareholders, 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.
9.6 NOTICE
Any notice to Directors or shareholders shall be in writing
and shall be, delivered personally or mailed to the Directors or
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 or facsimile. Whenever any notice is required to be
given under the provisions of applicable statutes or of the
Articles of Incorporation or of these By-Laws, 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.
