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BY-LAWS EXHIBIT 3.27.2
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COLTECH, INC.
ARTICILE I. OFFICES
The principal office of the corporation in the State of Texas shall
be located in the City Of Dallas, County of Dallas. 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.
ARTICLE II. SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders
shall be held on the second Friday in the month of September in each year,
beginning with the year 1982 at the hour of 12:00 o'clock P.M., for the
purpose of electing Directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual meeting shall
be a legal holiday in the State of Texas such meeting shall be held on the
next succeeding business day. If the election of Directors shall not be held
on the day designated herein for any annual meeting of the shareholders, or
at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as
conveniently may be.
SECTION 2. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the President or by the Board of Directors, and shall be called by
the President at the request the outstanding shares of the corporation
entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of Texas unless
otherwise prescribed by statute, as the place of meeting or for any annual
meeting or for any special meeting called by the Board of Directors. A waiver
of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Texas unless
otherwise prescribed by statute, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the corporation
in the State of Texas.
SECTION 4. Notice of Meeting. Written notice stating the place, day
and hour of the meeting and in case of special meeting, the purpose or
purposes for which the meeting is called, shall unless otherwise prescribed
by statute be delivered not less than three (3) nor more than fourteen (14)
days before the date of the meeting, either personally or by mail, by or at
the direction of the President, or the Secretary, or the persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at his address as it appears
on the stock transfer books of the corporation, with postage thereon prepaid.
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SECTION 5. Closing of Transfer Books or Fixing of Record Date. For
the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment or declare any dividend, or in
order to make a determination of shareholders for any other proper purpose,
the Board of Directors of the corporation may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case
thirty (30) days. If the stock transfer books shall be closed for the purpose
of determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least forty-five (45) days
and immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be not
more than forty-five (45) days and in case of a meeting of shareholders, not
less than thirty (30) days prior to the date on which the particular action
requiring such determination of shareholders, is to be taken. If the stock
transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a 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 dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete list
of the shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged held by each. Such list shall 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 for the
purposes thereof.
SECTION 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented any, any business may be transacted which might have been
transacted at the meeting as originally noticed. The shareholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
SECTION 8. Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by shareholder or by his
duly authorized attorney in fact. Such proxy shall be filed with the
secretary of the corporation before or at the time of the meeting. No proxy
shall be valid alter six (6) months from the date of its execution, unless
otherwise provided in the proxy.
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SECTION 9. Voting of Shares. Subject to the provisions of Section 12
of this Article II, each outstanding share entitled to vote shal1 be entitled
to one vote upon each matter submitted to a vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders. Shares, officer,
agent or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.
Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of a
trustee may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer of such
shares into his name.
Shares standing in the name of a receiver may
be voted by such receiver. And shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into his
name if authority so to do be contained in an appropriate order of the court
by which such receiver was appointed.
A shareholder whose shares are
pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee. And thereafter the pledgee shall be
entitled to vote the shares so transferred.
Shares of its own stock
belonging to the corporation shall not be voted, directly or indirectly, at
any meeting, and shall not be counted in determining the total number of
outstanding shares at any given time.
SECTION 11. Informal action by Shareholders. Unless otherwise
provided by law, any action required to be taken at a meeting of the
shareholders, or any other 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 such action.
SECTION 12. Cumulative Voting. Unless otherwise provided by law, at
each election for Directors every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are Directors to be elected
and for whose election he has a right to vote, or to cumulate his votes by
giving one candidate as many votes as the number of such Directors multiplied
by the number of his shares shall equal, or by distributing such votes on the
same principle among any number of candidates.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The number of
directors of the corporation shall not be more than five (5) nor less than
two (2). Each director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified.
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SECTION 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this by-law immediately
after, and at the same place as, the annual meeting of shareholders. The
Board of Directors may provide by resolution the time and place for the
holding of additional regular meetings without other notice than such
resolution.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding a special meeting of the
Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall be given at
least [text not legible] delivered personally or mailed to each director at
his business address, or by telegram. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail so addressed, with
postage thereof prepaid. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph
company. Any director may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
1awfully called or convened.
SECTION 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
SECTION 7. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
SECTION 8. Action Without a Meeting. Any action that may be taken by
the Board of Directors at a meeting may be taken without a meeting if a
consent in writing setting forth the action so to be taken shall be signed
before such action by all of the Directors.
SECTION 9. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors.
Unless otherwise provided by law. A director elected to [text not legible]
predecessor in office. Any directorship to be filled by reason of an increase
in the number of directors may be filled by election by the Board of
Directors for a term of office continuing only until the next election of
Directors by the shareholders.
SECTION 10. Compensation. By resolution of the Board of the
Directors, each Director may be paid his expenses, if any of attendance at
each meeting of the Board of Directors, and may be paid a stated salary as
director or a fixed sum for attendance at each meeting of the Board of
Directors or both. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefore.
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SECTION 11. Presumption of Assent. A director of the corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
ARTICLE IV. OFFICERS
SECTION 1. Number. The officers of the corporation shall be a
President, a Vice-President, a Secretary and a Treasurer, each of whom shall
be elected by the Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board of
Directors.
SECTION 2. Election and Term of Office. The officers of the
corporation to be elected by the Board of Directors shall be elected annually
by the Board of Directors at the first meeting of the Board of Directors held
after each annual meeting of the shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3. Removal. Any officer or agent may be removed by the Board
of Directors whenever in its judgment, the best interests of the corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of
an officer or agent shall not of itself create contract rights.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
SECTION 5. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present preside at all meeting of
the shareholders and of the Board of Directors. He may sign, with the
Secretary or any other proper officer of the corporation thereunto authorized
by the Board Directors, certificates for shares of the corporation, any deeds
[text not legible] Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by these By-Laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the office of President
and such other duties as may be prescribed by the Board of Directors from
time to time.
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SECTION 6. Vice-President. In the absence of the President or in
event of his death, inability or refusal to act, the Vice-President 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 as from time to time may be
assigned to him by President or by the Board of Directors.
SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of
the proceedings or the shareholders and of the Board of Directors in one or
more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these By-Laws or as required by law; (c)
be custodian of the corporate records and of the seal of the corporation and
see that the seal of the corporation is affixed to all documents the
execution which on behalf of the corporation under its seal is duly
authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder;
(e) sign with the President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office
[text not legible] from time to time may be assigned to him by the President
or by the Board of Directors.
SECTION 8. Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the
corporation; (b) receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the
name oil the corporation in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions of Article V of these
By-Laws; and (c) in general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to
him by the President or by the Board of Directors. If required by the Board
of Directors, the Treasurer shall give a bond for the faithful discharge of
his duties in such sum, and with such surety or sureties, as the Board of
Directors shall determine.
SECTION 9. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director
of the corporation.
ARTICLE V. CONTRACTS, LOANS, CH-ICKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the corporation,
and such authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name
unless authorized a resolution of the Board of Directors. [text not legible]
SECTION 3. Checks, drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in
the name of the corporation shall be
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signed by such officer or officers, agent or agents of the corporation and in
such manner as shall from time to time be determined by resolution of the
Board of Directors.
SECTION 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositories as the Board
of Directors may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing shares
of the corporation shall be in such form as shall be determined by the Board
of Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock
transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefore upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the
holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly-executed and filed with the Secretary of
the corporation and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.
ARTICLE VII. FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of
June and end on the 31st day of May in each year.
ARTICLE VIII. DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and its articles of
incorporation.
ARTICLE IX. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation.
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ARTICLE X. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to
be given to any shareholder or director of the corporation under the
provisions of these By-Laws or under the provisions of the articles of
incorporation or under the provisions of the Texas Business Corporation Act,
a waiver thereof in writing, signed by the person or persons entitled to such
[text not legible] the time stated therein shall be deemed equivalent to the
giving of such notice.
ARTICLE XI. AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws
may be adopted by the Board of Directors at any regular or special meeting of
the Board of Directors.
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