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BYLAWS
OF
HARRELL HOSPITALITY GROUP, INC.
ARTICLE I
OFFICES
Section 1. Registered Office. The registered
office shall be located in the City of Wilmington, County of New
Castle, State of Delaware.
Section 2. Other Offices. The corporation may also
have offices at such other places, either within or without the
State of Delaware, as the board of directors may from time to
time determine or as the business of the corporation may require.
ARTICLE II
MEETING OF SHAREHOLDERS
Section 1. Place of Annual Meeting. All annual
meetings of shareholders shall be held at the offices of the
corporation in the City of McKinney, State of Texas, or at such
other place, within or without the United States of America, as
may be designated by the board of directors and stated in the
notice of the meeting or in a duly executed waiver of notice
thereof. Special meetings of shareholders may be held at such
place, within or without the United States of America, and at
such time as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section 2. Date of Annual Meeting. Annual meetings
of shareholders shall be held within the first calendar quarter
of each year at such date and time within such calendar quarter
as may be set by resolution of the Board of Directors, at which
annual meeting the shareholders shall elect a board of directors
and transact such other business as may properly be brought
before the meeting.
Section 3. Call of Special Meetings. Special
meetings of the shareholders may be called by the president, the
board of directors or the holders of not less than one-tenth
(1/10) of all shares entitled to vote at the meetings.
Section 4. Notice of Special Meeting. Written or
printed 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 person 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.
See also ARTICLE IV.
Section 5. Business of Special Meeting. Business
transacted at any special meeting shall be confined to the
purposes stated in the notice thereof.
Section 6. Quorum. The holders of a majority of
the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at meetings of shareholders except as
otherwise provided by law or by the articles of incorporation.
If, however, a quorum shall not be present or represented at any
meeting of the shareholders, the shareholders 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 at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified and called. The
shareholders present at a duly organized meeting may continue to
transact business notwithstanding the withdrawal of some
shareholders prior to adjournment, but in no event shall a quorum
consist of the holders of less than one-third (1/3) of the shares
entitled to vote and thus represented at such meeting.
Section 7. Majority Action. Except as otherwise
provided by these bylaws, the articles of incorporation or by
law, the vote of the holders of a majority of the shares entitled
to vote and thus represented, either in person or by proxy, at a
meeting at which a quorum is present shall be the act and deed of
the shareholders. Directors shall be elected by a plurality of
the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors.
Section 8. Voting. 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 the shares of any class are
limited or denied by the articles of incorporation or the
Delaware General Corporate 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; however,
the votes may not be cumulated. All elections of directors shall
be by written ballot, unless otherwise provided in the articles
of incorporation. Any other vote may be taken by voice or by
show of hands unless someone entitled to vote objects, in which
case written ballots shall be used.
Section 9. Proxies. A shareholder may vote either
in person or by proxy executed in writing by the shareholder or
by his duly authorized attorney-in-fact. No proxy shall be valid
after three (3) years from the date of its execution unless
otherwise provided in the proxy. A proxy shall be revocable
unless expressly provided therein to be irrevocable and is
coupled with an interest sufficient in law to support an
irrevocable power, or unless otherwise made irrevocable by law.
Each proxy shall be delivered to the Secretary of the corporation
prior to or at the time of the meeting.
Section 10. Record Date. In order that the
corporation may determine the shareholders entitled to: (i)
notice of or vote at any meeting of shareholders or any
adjournment thereof, (ii) express consent to corporate action in
writing without a meeting, (iii) receive payment of any dividend
or other distribution or allotment of any rights, or (iv)
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) nor less than ten (10) days
before the date of such meeting, or more than sixty (60) days
prior to any other action. If no record date is fixed by the
board of directors, the record date for determining the
shareholders entitled to notice or to vote shall be the close of
business on the day next preceding the day on which the notice of
the meeting is mailed, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting
is held. If no record date is fixed by the board of directors,
the record date for determining the shareholders entitled to
consent to corporate action in writing without a meeting (when no
prior action by the board of directors is required by statute)
shall be the first date on which a signed written consent is
delivered to the corporation. If no record date is fixed by
the board of directors, the record date for determining the
shareholders entitled to consent to corporate action in writing
without a meeting (when prior action by the board of directors is
required by statute) shall be the close of business on the day on
which the board of directors adopts the resolution taking such
prior action. If no record date is fixed by the board of
directors, the record date for determining the shareholders
entitled to receive payment of any dividend or other distribution
or allotment of any rights or exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of
any other lawful action, shall be the close of business on the
day on which the board of directors adopts the resolution
relating thereto. A determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders
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 11. List of Shareholders. The officer or
agent having charge of the stock transfer books 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 number of shares held by each,
which list, for a period of ten (10) days prior to such meeting,
shall be kept on file in the city where the meeting is to be held
at the specific location stated in the notice of the meeting, or
if not so specified, at the place where the meeting is to be
held. Such shareholder list 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 books shall be prima facie evidence as to who are
the shareholders entitled to examine such list or transfer book
or to vote at any such meeting of shareholders.
Section 12. Election Inspectors. One or more
inspectors shall be appointed prior to or at any meeting of
shareholders to act at the meeting and make a written report.
Each inspector, prior to discharging his duties, shall take and
sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his ability.
The inspectors shall: (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the
shares represented at the meeting and the validity of proxies and
ballots, (iii) count all votes and ballots, (iv) determine and
retain records of any challenge made to the inspector's
determination, and (v) certify the determination of the number of
shares represented and the count of the votes and ballots. The
opening and closing of the polls shall be announced at the
meeting, and no ballots, votes, proxies or changes may be
accepted by the inspector after the polls close.
Section 13. Action Without a Meeting. Any action
required or permitted 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
the holders of outstanding stock having not less that the minimum
number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon
were present and voted.
Section 14. Telephone Meetings. Shareholders may
participate in and hold a meeting by means of conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.
Participation in such a meeting shall constitute presence in
person at the 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
Section 1. Number and Election. The number of
directors of the corporation shall not be less than one (1) nor
more than twenty (20) and within that minimum and maximum shall
be such number as shall be from time to time specified by
resolution of the board of directors; provided, however, no
director's term shall be shortened by reason of a resolution
reducing the number of directors and, further provided, that the
number of directors constituting the initial board of directors
shall be four (4), and shall remain at such number unless and
until changed by resolution of the board of directors. The
directors shall be elected at the annual meeting of the
shareholders, except as provided in Section 2 of this Article,
and each director elected shall hold office for the term for
which he is elected and until his successor is elected and
qualified. Directors need not be residents of the State of
Delaware, the United States or shareholders of the corporation.
Any director may be removed at any time, with or without cause,
at any special or annual meeting of the shareholders, by the
affirmative vote of a majority in number of shares of the
shareholders present, in person or by proxy, at such meeting and
entitled to vote for the election of such director if notice of
intention to act upon such matter shall have been given in the
notice calling such a meeting.
Section 2. 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, except that any vacancy in the board of
directors resulting from the removal of a director by the
shareholders shall be filled only by the shareholders entitled to
vote at an annual meeting or a special meeting called for that
purpose. A director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office. A
directorship to be filled by reason of an increase in the number
of directors shall be filled by election at an annual meeting or
at a special meeting of the shareholders entitled to vote called
for that purpose.
Section 3. Powers of the Board of Directors. The
business and affairs of the corporation shall be managed by its
board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by
statute or by the articles of incorporation or by these bylaws
directed or required to be exercised and done by the
shareholders.
Section 4. Place of Meetings. Meetings of the
board of directors, regular or special, may be held either within
or without the State of Texas.
Section 5. Dates of Meetings. The first meeting of
each newly elected board of directors shall be held at such time
and place as shall be fixed by the vote of the shareholders at
the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present. In
the event of the failure of the shareholders to fix the time and
place of such first meeting of the newly elected board of
directors, or in the event such meeting is not held at the time
and place so fixed by the shareholders, the meeting may be held
at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the board of
directors, or as shall be specified in a written waiver signed by
all of the directors.
Section 6. 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
board of directors.
Section 7. Special Meetings. Special meetings of
the board of directors may be held with or without notice and may
be called by the president and shall be called by the secretary
on the written request of two (2) directors, or if there are
three (3) or fewer directors on the written request of one (1)
director. Except as otherwise expressly provided by law,
neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.
Section 8. Action by Majority Vote; Adjournments.
A majority of the directors shall constitute a quorum for the
transaction of business. Unless a greater number is required by
law or by the articles of incorporation, 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. In the event
of a tie vote, fifty percent (50%) of the directors present at
the meeting (at which a quorum is present) shall be deemed the
act and deed of the board of directors, with the deadlock
resolved under Section 9 below. If a quorum shall not be present
at any meeting of the board 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. At such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been
transacted at the meeting as originally notified and called.
Section 9. Resolving Deadlocks. When voting on any
issue that requires only a simple majority of the directors
present at a meeting, the following mechanism shall be used to
resolve any director voting deadlocks. When an issue has been
voted upon and results in a tie, the tie vote shall be announced
by the chairman of the meeting, and another ballot shall be held
immediately on the same issue. If the second ballot also results
in a tie, one director (the _Deciding Director_) shall be
entitled to cast another vote, thus breaking the tie. The vote
of the Deciding Director shall be deemed to be the act of the
board of directors. If the Deciding Director is not present, the
issue shall be tabled until the next meeting of directors. At
any one time, only one director shall be the Deciding Director,
but that title and position shall rotate among all directors
throughout the year. In the event that there are four directors,
the position of Deciding Director shall pass from one director to
another at the first day of each calendar quarter. In the event
that there are greater or fewer than four directors, the position
of Deciding Director shall pass from one director to another at
the first day of each calendar month. The specific sequence of
directors serving as the Deciding Director shall be determined by
a majority vote at the first meeting of directors for any given
calendar year. In the event that a vote on the sequence of
directors to serve as Deciding Director ends in a tie or does not
occur, the sequence for such year shall be alphabetical order by
last name.
Section 10. Action By Written Consent. Any action
required or permitted to be taken at a meeting of the board of
directors or any committee may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed
by all of the members of the board of directors or the committee,
as the case may be, and such consent shall have the same force
and effect as a unanimous vote at a meeting.
Section 11. Meetings By Telephone. Members of the
board of directors and members of any committee designated by
such board may participate in and hold a meeting of such board or
committee by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other. Participation
in such a meeting shall constitute presence in person at the
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.
Section 12. Committees. The board of directors, by
resolution adopted by a majority of the full board of directors,
may designate from among its members an executive committee and
one or more other committees, each of which, to the extent
provided in such resolution, shall have and may exercise all of
the authority of the board of directors in the business and
affairs of the corporation except where the action of the full
board of directors is required by law. Vacancies in the
membership of a committee shall be filled by the board of
directors at a regular or special meeting of the board of
directors. The executive committee shall keep regular minutes of
its proceedings and report the same to the board when required.
The designation of any such committee and the delegation thereto
of authority shall not operate to relieve the board of directors,
or any member thereof, of any responsibility imposed upon it or
him by law.
Section 13. Compensation. The directors may be paid
their expenses, if any, of attendance at each meeting of the
board of directors and may be paid a fixed sum for attendance at
each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee
meetings.
Section 14. Chairman of the Board. The board of
directors may, in its discretion, choose a chairman of the board
who shall preside at meetings of the shareholders and of the
directors and shall be an ex officio member of all standing
committees. The chairman of the board shall be a member of the
board of directors but no officer of the corporation is required
to be a director. The chairman of the board shall serve until
his successor is chosen and qualified, but he may be removed at
any time by the affirmative vote of a majority of the board of
directors.
ARTICLE IV
NOTICES
Section 1. Method of Delivery. Notices to
directors and shareholders shall be in writing and delivered
personally or mailed to the directors or shareholders at their
addresses appearing on the books of the corporation. Notice by
mail shall be deemed to be given at the time when same shall be
mailed. Notice to directors may also be given by (i) nationally
recognized overnight delivery service and shall be deemed
delivered when deposited, (ii) facsimile, or (iii) e-mail and
shall be deeded delivered upon confirmed transmission.
Section 2. Waiver of Notice. Whenever any notice
is required to be given to any shareholder or director by law or
under the provisions of the articles of incorporation or of these
bylaws, 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 equivalent to the giving of such
notice. 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 on the ground that the meeting is not lawfully
called or convened.
ARTICLE V
OFFICERS
Section 1. Officers. The officers of the
corporation shall consist of a chief executive officer,
president, chief operating officer, one or more vice presidents,
treasurer and secretary, each of whom shall be appointed by the
board of directors. Any two or more offices may be held by the
same person. Such other officers and assistant officers and
agents as may be deemed necessary may be elected or appointed by
the board of directors. The board of directors at its first
meeting after each annual meeting of shareholders shall choose a
chief executive officer, president, one or more vice presidents,
treasurer and secretary none of whom need be a member of the
board. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 2. Term; Removal. The officers of the
corporation shall hold office until their successors are chosen
and qualify. Any officer or agent or member of a committee
elected or appointed by the board of directors 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. Any vacancy occurring in any
office of the corporation by death, resignation, removal or
otherwise shall be filled by the board of directors.
Section 3. Chief Executive Officer. The chief
executive officer shall have 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.
He shall have the power to vote all shares of voting capital
stock owned or controlled by the corporation, in such manner as
the board of directors may from time to time instruct, but if no
such instruction is given, then he shall vote such stock in the
manner he deems to be in the best interests of the corporation.
He shall perform such other duties and have such other authority
and powers as the board of directors may from time to time
prescribe, and he may from time to time delegate duties,
authority and powers to the other officers of the corporation.
In the absence of the chairman of the board or in the event the
board of directors shall not have designated a chairman of the
board, the chief executive officer shall preside at meetings of
the shareholders and the board of directors.
Section 4. Chief Operating Officer. The chief
operating officer shall active, day-to-day control over the
operations of the business of the corporation. He shall be a
member of the management committee of the corporation, if one is
established. He shall perform such other duties and have such
other authority and powers as the board of directors may from
time to time prescribe, and he may from time to time delegate
duties, authority and powers to the other officers of the
corporation.
Section 5. President. The president, in the
absence or disability of the chief executive officer, shall
perform the duties and exercise the powers of the chief executive
officer. He shall perform such other duties and have such other
authority and powers as the board of directors may from time to
time prescribe, and he may from time to time delegate duties,
authority and powers to the other officers of the corporation.
Section 6. Vice Presidents. The vice presidents,
if same are elected, in the order of their seniority, unless
otherwise determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and
exercise the powers of the president. They shall perform such
other duties and have such other powers as the board of directors
may from time to time prescribe.
Section 7. Secretary. The secretary shall attend
all meetings of the board of directors and all meetings of the
shareholders and record all the proceedings of the meetings 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. He shall give, or cause to be
given, notice of all meetings of the shareholders 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 he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by
the board of directors affix the same to any instrument requiring
it and, when so affixed, it shall be attested by his signature or
an assistant secretary.
Section 8. Assistant Secretaries. The assistant
secretaries in the order of their seniority, unless otherwise
determined by the board of directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the
powers of the secretary. They shall perform such other duties
and have such other powers as the board of directors may from
time to time prescribe.
Section 9. Treasurer. The treasurer, if same is
elected, shall have the custody of the corporate funds and
securities and shall keep full 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 his 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 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 his office and for the restoration
to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, moneys
and other properties of whatever kind in his possession or under
his control belonging to the corporation.
Section 10. Assistant Treasurers. The assistant
treasurers in the order of their seniority, unless otherwise
determined by the board of directors, shall, in the absence or
disability of the treasurer, perform the duties and exercise the
powers of the treasurer. They shall perform such other duties
and have such other powers as the board of directors may from
time to time prescribe.
ARTICLE VI
CERTIFICATE FOR SHARES
Section 1. Certificates. The corporation shall
deliver certificates representing all shares to which
shareholders are entitled; and such certificates shall be signed
by the president or a vice president, and the secretary or an
assistant secretary of the corporation, and may be sealed with
the seal of the corporation or a facsimile thereof. Each
certificate representing shares shall state upon the face thereof
that the corporation is organized under the laws of the State of
Delaware, the name of the person to whom issued, the number and
class of shares and designation of the series, if any, which such
certificate represents, and the par value of each share
represented by such certificate.
Section 2. Class Designations. If the corporation
is authorized to issue shares of more than one class, each
certificate representing shares issued by the corporation (1)
shall conspicuously set forth on the face or back of the
certificate a full statement of (a) all of the designations,
preferences, limitations, and relative rights of the shares of
each class authorized to be issued and, (b) if the corporation is
authorized to issue shares of any preferred or special class in
series, the variations in the relative rights and preferences of
the shares of each such series to the extent they have been fixed
and determined and the authority of the board of directors to fix
and determine the relative rights and preferences of subsequent
series; or (2) shall conspicuously state on the face or back of
the certificate that the corporation will furnish a copy of such
statement, without charge, to each shareholder who so requests
it.
Section 3. Facsimile Signatures. The signatures of
the president or vice 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. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect
as if he were such officer at the date of issuance.
Section 4. Lost Certificates. The board of
directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore
issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the
board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost
or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged
to have been lost or destroyed.
Section 5. Transfer of Certificate; Transfer
Agents. 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, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
The board of directors may from time to time appoint one or more
transfer agents or registrars and may in its discretion require
all certificates of stock to bear the signature or signatures of
any of them.
Section 6. Restrictions on Transfer of Shares. If
the corporation issues any shares which are not registered under
the Securities Act of 1933, as amended, the transfer of any such
shares shall be restricted in accordance with the following
legend:
"The shares represented by this certificate have not been
registered under The Securities Act of 1933, as amended (the
"Act"), and may not be offered for sale, sold or transferred
unless a registration statement under the Act is then in
effect with respect to such shares or an exemption from the
registration requirement of the Act is then in fact
applicable to such sale, transfer or offer for sale."
If the shares are offered pursuant to Regulation D,
promulgated by the Securities and Exchange Commission under
Sections 3(b) and 4(2) of the Securities Act of 1933, as amended,
the following language should be added to the legend:
"In addition, these shares have been issued pursuant to
Regulation D under the Act, and as `restricted securities,
,'
as that term is defined in Rule 144 under the Act, may be
subject to restrictions on resale."
Similarly, if the corporation issues any securities which
are not registered under the securities laws of the state of
incorporation of the corporation (or other relevant state), the
transfer of any such securities shall, to the extent required by
law, be restricted in accordance with the appropriate legend
placed upon the certificate or instrument evidencing the same.
In the event any restriction on the transfer, or
registration of the transfer, of shares shall be imposed or
agreed to by written agreement, if such restriction is permitted
by Delaware Corporation Law, such restriction shall be noted
conspicuously on each certificate representing shares so
restricted.
Section 7. Registered Shareholders. The corporation
shall be entitled to recognize the exclusive rights of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Delaware.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Form of Dividends. The board of
directors may declare and the corporation may pay dividends on
its outstanding shares in cash, property, or its own shares
pursuant to law and subject to the provisions of its articles of
incorporation.
.
Section 2. Reserves. The board of directors may by
resolution create a reserve or reserves out of earned surplus for
any proper purpose or purposes, and may abolish any such reserve
in the same manner.
Section 3. Checks. All checks or demands for money
and notes of the corporation shall be signed by such officer or
officers or such other person or persons as the board of
directors may from time to time designate.
Section 4. Fiscal Year. The fiscal year of the
corporation shall be fixed by the resolution of the board of
directors.
Section 5. Seal. The corporate seal shall have
inscribed thereon the name of the corporation. The seal may be
used by causing it or a facsimile thereof to be impressed or
affixed or in any other manner reproduced.
Section 6. Indemnification of Officers and
Directors. The corporation shall indemnify its officers,
directors, employees and agents to the extent permitted by the
General Corporation Law of Delaware and by the articles of
incorporation.
ARTICLE VIII
AMENDMENT OF BYLAWS
These bylaws may be altered, amended or repealed or new
bylaws may be adopted at any meeting of the board of directors at
which a quorum is present, by the affirmative vote of a majority
of the directors present at such meeting (provided notice of the
proposed alteration, amendment or repeal is contained in the
notice of the meeting), subject to repeal or change at any
meeting of the shareholders at which a quorum is present, by the
affirmative vote of a majority of the shareholders present at
such meeting (provided notice of the proposed alteration,
amendment or repeal is contained in the notice of the meeting).
These bylaws were duly adopted at a meeting of the Board of
Directors this 19th day of July, 2000.
Paul L. Barham, Secretary
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