CORPORATE BYLAWS
OF
AMRESCO, INC.
AS AMENDED MAY 31, 2000
The following are Amended Bylaws of AMRESCO, INC., a
corporation for profit previously incorporated under the laws of
Delaware under the name Lifetime Communities, Inc. (the
"Corporation"). These Amended Bylaws were adopted by the
Directors of said Corporation.
ARTICLE I
OFFICES
Section 1. Principal Office: The principal place of
business of the Corporation shall be located at such place as
shall be designated by the Corporation's Board of Directors from
time to time. The Corporation may also have offices at such
places, within or without the State of Delaware, as the Board of
Directors or Executive Committee may from time to time determine
or as the business of the Corporation is authorized to do
business.
Section 2. Registered Office and Agent: The registered
office and registered agent of the Corporation shall be
designated in accordance with the laws of its state of
incorporation or any other state in which the Corporation is
authorized to do business.
ARTICLE II
DIRECTORS
Section 1. General Powers: The Board of Directors shall
have the management and control of the Business of the
Corporation, and, in addition to the power and authority by these
Amended Bylaws expressly conferred upon them, may exercise all
such powers as are expressly or by implication conferred on the
Board of Directors by the Certificate of Incorporation, these
Amended Bylaws or the laws of Delaware.
Section 2. Number, Tenure and Qualification: The Board
of Directors shall be not less than three (3) nor more than
fifteen (15); all of whom shall be of lawful age. The number of
Directors comprising the Board of Directors within the foregoing
minimum and maximum limitations may be fixed and/or changed from
time to time by resolution of the Board of Directors. It shall
not be necessary for Directors to be stockholders.
Section 3. Election: The Board of Directors shall be
divided into three classes as set forth in the Certificate of
Incorporation.
Section 4. Vacancies: Newly created directorships
resulting from any increase in the authorized number of Directors
and any vacancies occurring in the Board of Directors caused by
death, resignation, retirement, disqualification, removal or
other termination from office of any Directors may be filled by
the vote of a majority of the Directors then in office, though
less than a quorum, or by the affirmative vote, at a special
meeting of the stockholders called for the purpose of filling
such directorship, of the holders of a majority of the
outstanding shares of capital stock then entitled to vote in
person or by proxy at such meeting. Each successor Directors so
chosen shall hold office until the next election of the class for
which such Director shall have been chosen and until his
respective successor shall have been duly elected and qualified.
Any newly created or eliminated directorships resulting from an
increase or decrease in the authorized number of Directors shall
be appointed or allocated by the Board of Directors among the
three classes of Directors so as to maintain such classes as
nearly equal in number as possible.
Section 5. Removal: Any Director may be removed from
office with cause by a majority vote of the issued and
outstanding capital stock of the Corporation at any annual or
special meeting of the stockholders.
Section 6. Compensation: By resolution of the Board of
Directors, the Directors may be paid their expenses, if any, for
attendance at each meeting of the Board of Directors or any
committee thereof, and may be paid such compensation for the
performance of their duties as the Board of Directors shall
determine either in the form of an annual salary or a fee for
attendance at each meeting or such other form of compensation as
the Board of Directors shall deem appropriate. No such payment
shall preclude any Directors from serving the Corporation in any
other capacity and receiving compensation therefor.
ARTICLE III
Section 1. Executive Committee:
(a) The Board of Directors may appoint an Executive Committee,
which shall consist of such number of Directors as the Board of
Directors shall determine.
(b) The Executive Committee shall meet at such times and places
as the majority thereof shall determine. The Executive Committee
shall have and exercise the full power of the Board of Directors
in the management of the Business and affairs of the Corporation
(excluding functions delegated by the Board of Directors to other
standing committees) during the interim between meetings of the
Board of Directors, except that the Executive Committee shall not
have any power or authority to take action with regard to any
matter which applicable law reserves exclusively to the full
Board of Directors. The Executive Committee shall have the power
to authorized the issuance of stock of the Corporation upon
exercise of options (and compliance with the terms thereof)
granted by the Board of Directors, provided such shares have been
reserved for issuance. A majority of the Executive Committee
shall be necessary to and shall constitute a quorum for the
transaction of all business.
Section 2. Audit Committee: The Board of Directors may
appoint an Audit Committee which shall consist of such number of
non-employee Directors as the Board of Directors shall determine.
The Audit Committee shall meet at such times and places as the
majority thereof shall determine. The Board of Directors shall
retain the power to fill vacancies on the Audit Committee. The
Audit Committee shall have the power to review all significant
financial information so as to assure the accuracy thereof, to
ascertain the existence of effectiveness of internal accounting
controls, to oversee independent and internal auditing functions
and to provide communication between outside auditors of the
Corporation and the Board of Directors. A majority of the Audit
Committee shall be necessary and shall constitute a quorum for
the transaction of all business.
Section 3. Compensation Committee: The Board of
Directors may appoint a Compensation Committee, which shall
consist of such number of Directors as the Board of Directors
shall determine. The Compensation Committee shall have the
authority to make recommendations to the Board of Directors
regarding the compensation of any officer of the Corporation. A
majority of the Compensation Committee shall be necessary to and
shall constitute a quorum for the transaction of all business.
Section 4. Other Committees: The Board of Directors
may, by resolution adopted by a majority of the entire Board of
Directors, designate one or more committees in addition to those
described above. Each committee shall consist of one or more
Directors appointed by resolution adopted by a majority of the
entire Board of Directors. Each committee, to the extent
expressly provided in the resolution establishing such committee,
shall have and may exercise all of the powers and authority of
the Board of Directors in the management of the business and
affairs of the Corporation except to the extent expressly
restricted by the Certificate of Incorporation, these Amended
Bylaws or applicable law.
Section 5. Committee Changes: The Board of Directors
shall have the power at any time to fill vacancies in, to change
the membership of, and to discharge any committee. The number of
committee members may be increased or decreased from time to time
by resolution adopted by a majority of the entire Board of
Directors. Each committee member shall serve as such until the
earliest of (i) the expiration of his term as Director, (ii) his
resignation as a committee member or as a Director, or (iii) his
removal as a committee member or as a Director.
Section 6. Meetings, Notice, Quorum and Voting: Section
1 through 6 of Article VI shall also apply to committees and
their members, unless otherwise provided by the Certificate of
Incorporation, these Amended Bylaws or applicable law.
ARTICLE IV
OFFICERS
Section 1. General: The officers of the Corporation
shall consist of a Chairman of the Board, President, Executive
Vice President, such additional Vice Presidents, with such
further designations, if any, as may be determined by the Board
of Directors, a Secretary, a Treasurer and such Assistant Vice
Presidents, Assistant Secretaries and Assistant Treasurers as the
Board of Directors may appoint or elect. The Chairman of the
Board and the President shall be Directors of the Corporation.
Any two offices may be held by one and the same person, except
that the office of President and Secretary or Assistant Secretary
shall not be so held.
Section 2. Chairman of the Board: The Chairman of the
Board shall preside at all meetings of the Board of Directors and
stockholders, and shall exercise and perform such other power and
duties as may from time to time be assigned to him by the Board
of Directors.
Section 3. Chief Executive Officer and President: The
Chief Executive Officer shall be the chief executive officer of
the Corporation and, in the absence of the Chairman of the Board,
shall preside at all meetings of the stockholders and the Board
of Directors. The President shall be the chief operating officer
of the Corporation and, in the absence of the Chairman of the
Board and the Chief Executive Officer, shall preside at all
meetings of the stockholders and the Board of Directors. The
Chief Executive Officer and the President shall have
responsibility for the general and active management of the
business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
Section 4. Executive Vice President: The Executive Vice
Presidents shall perform such duties as may be assigned to them
from time to time by the Board of Directors, the Executive
Committee or the President.
Section 5. Vice Presidents: The Vice Presidents shall
perform such duties as may be assigned to them from time to time
by the Board of Directors, the Executive Committee or the
President.
Section 6. Secretary: The Secretary shall be the
custodian of the corporate seal, and shall be ex-officio the
clerk of the stockholders and of the Board of Directors. He
shall attend all meetings of the stockholders, Board of Directors
and the Executive Committee, and shall keep accurate minutes of
such meetings in a book to be kept for that purpose. He shall
perform such other duties as may be required of him by the Board
of Directors, the Executive Committee, or the laws of Delaware.
Section 7. Treasurer: The Treasurer shall keep full and
accurate accounts of receipts and disbursements in a book
belonging to the Corporation, and shall deposit all monies 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. He shall disburse the funds of the
Corporation under the direction of the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the
Chairman of the Board, the President and the Directors, at annual
meetings of stockholders or whenever directed by the Chairman of
the Board or the President, an account of all or any part of his
transactions as Treasurer, and of the financial condition of the
Corporation, and shall also perform all other duties imposed upon
him by the Board of Directors, the Executive Committee, or the
laws of Delaware.
Section 8. Assistant Vice President, Assistant
Secretaries and Assistant Treasurers: Assistant Vice Presidents,
Assistant Secretaries and Assistant Treasurers shall perform such
duties as shall be assigned to them by the Executive Vice
President, Secretary or Treasurer respectively or by the Board of
Directors, the Executive Committee or the President.
Section 9. Election of Officers: At the first meeting
held after the first or organizational meeting of stockholders,
and at the first meeting held after each annual meeting of
stockholders, the Board of Directors shall elect all officers of
the Corporation who shall hold office for one (1) year or until
their successors are elected and qualified.
Section 10. Vacancies: If any office shall become vacant
by reason of death, resignation, disqualification, removal or
otherwise, the Board of Directors, by a majority vote, may elect
a successor or successors who shall hold office for the unexpired
term.
Section 11. Removal: Any officer may be removed with or
without cause by a majority vote of the Board of Directors at any
meeting of the Board of Directors.
ARTICLE V
MEETING OF STOCKHOLDERS
Section 1. Annual and Special Meetings: The annual
meeting of stockholders of the Corporation shall be held at the
office of the Corporation (or at such other place as the Board of
Directors may, from time to time, designate) on or before six (6)
months after the end of each fiscal year (as established by the
Directors) for the election of Directors and for such other
business as may properly come before the meeting. Special
meetings of stockholders may be called at any time by the Board
of Directors or the Chairman of the Board at the request of the
holders of not less than one-tenth of all shares entitled to vote
at the meeting.
Section 2. Notice: Notice of all stockholders,
meetings, whether annual or special, except the first meeting,
shall always be mailed to each stockholder of record entitled to
vote at such meeting not less than ten (10) nor more than sixty
(60) days before such meeting. It shall be directed to a
stockholder at this address as it appears on the records of the
Corporation. In the case of special meetings, all notices shall
state the purpose or purposes of the meetings, and the business
to be transacted or considered thereat.
Section 3. Record Date:
(a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a
record date, which shall not be more than sixty (60) or then than
ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action.
(b) If no record is fixed: (i) the record date for determining
stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the date next
preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held; and (ii) the record date for
determining stockholders for any other purpose shall be at the
close of business on the day on which the Board of Directors
adopts the resolution relating thereto.
(c) A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
Section 4. Quorum: A majority of the stock then issued
and outstanding shall constitute a quorum at all meetings of the
stockholders. In the absence of a quorum, those present at a
stockholders' meeting may adjourn the same to a future date, but
until a quorum is present, no other business may be transacted.
Section 5. Voting Proxies: In all elections of
Directors, and in deciding all questions at stockholders'
meetings, each stockholder shall be entitled to one vote for each
share of stock held by him. Treasury stock shall not be voted at
any meeting and shall not be counted in determining the issued
and outstanding stock of the Corporation. Stockholders may vote
by proxy duly authorized in writing which shall be filed with the
Secretary at or before the meeting.
ARTICLE VI
MEETINGS OF BOARD OF DIRECTORS
Section 1. Regular Meetings: Regular meetings of the
Board of Directors shall be held quarterly at such times as shall
be determined by the Board of Directors, except that the annual
meetings shall be held the same day and immediately after the
adjournment of the stockholders' annual meeting.
Section 2. Special Meetings: Special meetings of the
Board of Directors may be called by the Chairman of the Board
upon request of any one Director.
Section 3. Notice of Meetings: Notice of any regular or
special meeting of the Board of Directors shall state the time
and place thereof, shall be given not less than three (3) days
before the day of such meeting and shall be given by oral,
telephonic, telegraphic or written communication. In the event
that all members of the Board of Directors shall sign a written
consent and waiver of notice thereof on the record of any special
or regular meeting, however called or notified, the acts of such
meeting shall be as valid as if legally called and notified.
Section 4. Quorum: The presence of a majority of the
Directors shall be necessary to and constitute a quorum for the
transaction of business by the Board of Directors and the acts of
such majority at a meeting shall be the act of the Board of
Directors. In the absence of a quorum, those present at a
Directors' meeting may adjourn the same to a future date, but
until a quorum is present no other business may be transacted.
Section 5. Place and Conduct of Meetings: Regular or
special meetings of the Board of Directors may be held within or
without the State of Delaware or at such places within or without
the United States as shall be designated by the Board of
Directors. The Board of Directors may adopt such rules and
regulations for the conduct of the business of its meetings and
management of the affairs of the Corporation as it may deem
proper, not inconsistent with the Certificate of Incorporation,
these Amended Bylaws or applicable law.
Section 6. Voting: The vote of the majority of the
Directors present at a meeting at which a quorum is present shall
be required to effect any action of the Board of Directors,
except as otherwise provided herein.
ARTICLE VII
BANK ACCOUNTS AND CONTRACTS
Section 1. Depositories: The money and funds of the
Corporation, not otherwise invested by the Board of Directors,
shall be deposited by the Treasurer in the name and to the credit
of the Corporation in such bank or banks as the Board of
Directors shall select. All checks, drafts, notes and
acceptances shall be signed by such officer or officers, agent or
agents of the Corporation in such manner as the Board of
Directors shall determine.
Section 2. Contracts: Except as otherwise provided by
the Board of Directors, contracts may be executed on behalf of
the Corporation by the Chairman of the Board, the President, any
Vice President, or the Treasurer, and may be attested and the
corporate seal affixed by the Secretary or Assistant Secretary.
The Board of Directors may authorize the execution of contracts
by such officers, agents and employees as may be designated by
them.
ARTICLE VIII
SEAL
Section 1. Form and Use: The corporate seal of the
Corporation shall bear the words and figures: AMRESCO, INC. -
Delaware - 1977.
The corporate seal shall be used under the direction of the
Board of Directors.
ARTICLE IX
STOCK AND STOCKHOLDERS
Section 1. Certificates of Stock: Every stockholder
shall be entitled to a certificate of stock signed by the
Chairman of the Board, the President or a Vice President and the
Secretary or an Assistant Secretary, under the seal of the
Corporation, certifying the number and class of shares
represented by such certificate. When such certificate is signed
by a transfer agent and by a registrar, the seal of the
Corporation and the signature of any such Chairman of the Board,
President, Vice President, Secretary or Assistant Secretary may
be facsimile. If any officer, transfer agent, or registrar who
has signed, or whose facsimile signature has been placed upon, a
certificate has ceased to be such an officer, transfer agent, or
registrar before such certificate is issued, such certificate may
be issued by the Corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue.
All certificates for shares shall be consecutively numbered or
otherwise identified. The name of the person owning the shares
represented thereby, with the number of such shares and date of
issue, shall be entered on the Corporation's books.
If the Corporation shall be authorized to issue more than 1
class of stock or more than 1 series of any class, the powers,
designations, preferences and relative, participating, options,
or other special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the
Corporation shall issue to represent such class of series of
stock, provided that, in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or
series of stock, a statement that the Corporation will furnish
without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating , optional,
or other special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions of such
preferences an/or rights.
Section 2. Transfer of Shares: Transfer of shares shall
be made only upon the books of the Corporation and no new
certificates shall be issued until the former certificate for a
like number of shares shall have been surrendered and canceled.
Transfers of shares shall be made 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.
Section 3. Transfer Agent and Registrar: The Board of
Directors may appoint one or more transfer agents an done or more
registrars of transfers and may require all certificates of
shares to bear the signature of a transfer agent and registrar,
or as the Board of Directors may otherwise direct.
Section 4. Lost Certificates: Any person claiming a
certificate of stock to be lost or destroyed shall make an
affidavit or affirmation of that fact to the Corporation and
shall, if the Board of Directs so require, give the Corporation a
bond of indemnity, in form and amount satisfactory to the
Corporation.
Section 5. Regulations: The Board of Directors shall
have power and authority to make all such rules and regulations
as they may deem expedient concerning the issue, transfer and
registration of certificates for shares of the capital stock of
the Corporation.
Section 6. Legends: The Board of Directors shall have
the power and authority to provide that certificates representing
shares of stock bear such legends as the Board of Directors deems
appropriate to assure that the Corporation does not become liable
for violations of federal or state securities laws or other
applicable law.
ARTICLE X
ORDER OF BUSINESS
Insofar as practicable, the order of business of any annual
or special meeting of stockholders or Directors shall be as
follows:
1. Roll Call
2. Reading of Minutes
3. Report of Officers
4. Reports of Committees
5. Unfinished Business
6. Miscellaneous Business
7. Election of Officers
8. New Business
9. Adjournment
ARTICLE XI
AMENDMENT OF THE BYLAWS
The Board of Directors is expressly authorized, without the
assent of the stockholders, to make, amend, alter and rescind the
Bylaws of the Corporation by the affirmative vote of a majority
of the Board of Directors at a regular or special meeting.
ARTICLE XII
INDEMNITY
No Director of the Corporation shall have, or incur, any
personal liability to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a Director;
provided, that this provision shall not eliminate or limit the
liability of a Director (i) for any breach of such Director's
duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, or (iv) for any
transaction from which the Director derived an improper personal
benefit. If the Delaware General Corporation Law shall be
hereafter repealed or modified, the elimination of liability of a
Director herein provided shall be to the fullest extent permitted
by the Delaware General Corporation Law as amended. Any repeal
or modification of this provision shall not adversely affect any
right or protection of a Director of the Corporation existing
immediately prior to such repeal or modification.
The Corporation shall indemnify, to the full extent that it
shall have the power under applicable law, any person who was or
is a party or is threatened to be made a party to any threatened,
pending or contemplated action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of
the fact that he is or was a Directors, 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 or
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding. To the fullest extent allowed by applicable law,
such payment shall be paid by the Corporation in advance of the
final disposition of the action, suit or proceeding; provided,
however, such Director, officer, employee or agent must undertake
to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the Corporation.
Furthermore, the Board of Directors is authorized to enter into a
contract with any Director, officer, employee or agent of the
Corporation, providing for indemnification to the fullest extent
permitted by law. Any repeal or modification of this provision
shall not adversely affect any right or protection of a Director,
officer, employee or agent of the Corporation existing
immediately prior to such real or modification.
Adopted: May 31, 2000
L. Keith Blackwell, Secretary
