<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 1996
------------------------------
MERCHANTS BANCSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
TEXAS 0-11033 76-0045946
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4200 Westheimer
Suite 210
Houston, Texas 77027
(Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (713) 622-0042
GULF SOUTHWEST BANCORP, INC.
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
<PAGE>
ITEM 5. OTHER EVENTS
(A) Amendment to Articles of Incorporation to Change Corporate Name.
On June 13, 1996, Merchants Bancshares, Inc., a Texas corporation
(the "Registrant"), filed Articles of Amendment to its Articles of
Incorporation, which amended Article One so as to change the name of
the corporation from Gulf Southwest Bancorp, Inc. to Merchants
Bancshares, Inc. A copy of the Amended Articles of Incorporation is
attached hereto as Exhibit 3(i).
(B) Amendment to Bylaws.
On April 23, 1996, the board of directors of the Registrant amended
the Bylaws of the Registrant to provide that the board of directors
shall consist of no less than three (3) nor more than fifteen (15)
directors. A copy of the amended Bylaws is attached hereto as Exhibit
3(ii).
(C) Exhibits.
Exhibit No. Description
----------- -----------
3(i) Amended Articles of Incorporation
3(ii) Amended Bylaws
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MERCHANTS BANCSHARES, INC.
--------------------------
DATE: July __, 1996 BY: /s/ J.W. Lander, III
-----------------------------------
J.W. Lander, III, President
-3-
<PAGE>
MERCHANTS BANCSHARES, INC.
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3(i) Amended Articles of Incorporation
3(ii) Amended Bylaws
-4-
<PAGE>
EXHIBIT 3(i)
FILED
In the Office of the
Secretary of State of Texas
JUL 07 1982
Corporations Section
ARTICLES OF INCORPORATION
-------------------------
OF
--
GULF SOUTHWEST BANCORP, INC.
----------------------------
The undersigned natural person of the age of eighteen years or more,
acting as incorporator of a corporation (hereinafter called the "Corporation")
under the Texas Business Corporation Act (hereinafter called the "Act"), does
hereby adopt the following Articles of Incorporation for the Corporation.
ARTICLE ONE
Name
----
The name of the Corporation is Gulf Southwest Bancorp, Inc.
ARTICLE TWO
Duration
--------
The period of its duration is perpetual.
ARTICLE THREE
Purposes
--------
Section 1. The purpose for which the Corporation is organized is to
---------
engage in any lawful business or activity, subject to the limitations
hereinafter set forth in Section 2 of this article.
Section 2. Nothing in this article is to be construed as authorizing the
---------
Corporation to transact any business in the State of Texas expressly prohibited
by any law of the State of Texas, or to engage in any activity in the State of
Texas which cannot lawfully be engaged in by a corporation incorporated under
the Act or which cannot lawfully be engaged in without first obtaining a license
under the laws of the State of Texas and which license cannot be granted to a
corporation organized under the Act, or to operate in Texas any of the
businesses referred to in section B(4) of article 2.01 of the Act, or to take
any action in violation of any of the laws referred to in section C of article
2.02 of the Act.
ARTICLE FOUR
Authorized Shares
-----------------
Section 1. The aggregate number of shares which the Corporation will
---------
have authority to issue is 12,000,000 of which 10,000,000 will be shares of
common stock, par value $1.00 per share ("Common Stock"), and 2,000,000 will be
shares of preferred stock, par value $20.00 per share ("Preferred Stock").
Section 2. Shares of Preferred Stock may be issued from time to time in
---------
one or more series, each of which is to have a distinctive serial designation as
determined in the resolution or resolutions of the board of directors providing
for the issuance of such Preferred Stock from time to time.
<PAGE>
Section 3. Each series of Preferred Stock:
---------
(a) may have such number of shares;
(b) may have such voting powers, full or limited, or may be without
voting powers;
(c) may be subject to redemption at such time or times and at such
price;
(d) may be entitled to receive dividends (which may be cumulative or
nomcumulative) at such rate or rates, on such conditions, from such date or
dates, and at such times, and payable in preference to, or in such relation
to, the dividends payable on any other class or classes or series of stock;
(e) may have such rights upon the dissolution of, or upon any
distribution of the assets of, the Corporation;
(f) may be made convertible into, or exchangeable for, shares of any
other class or classes, or of any other series of the same or any other
class or classes, of stock of the Corporation at such price or prices or at
such rates of exchange, and with such adjustments;
(g) may be entitled to the benefit of a sinking fund or purchase fund to
be applied to the purchase or redemption of shares of such series in such
amount or amounts;
(h) may be entitled to the benefit of conditions and restrictions upon
the creation of indebtedness of the Corporation or any subsidiary, upon the
issuance of any additional stock (including additional shares of such
series or of any other series) and upon the payment of dividends or the
making of other distributions on, and the purchase, redemption or other
acquisition of any class of stock by the Corporation; and
(i) may have such other relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof;
as in such instance is stated in the resolution or resolutions of the board of
directors providing for the issuance of such Preferred Stock. Except where
otherwise set forth in such resolution or resolutions the number of shares
comprising such series may be increased or decreased (but not below the number
of shares then outstanding) from time to time by like action of the board of
directors.
Section 4. Shares of any series of Preferred Stock which have been
---------
redeemed (whether through the operation of a sinking fund or otherwise) or
purchased by the Corporation, or which, if convertible or exchangeable, have
been converted into or exchanged for shares of stock of any other class or
classes will have the status of authorized and unissued shares of Preferred
Stock and may be reissued as a part of the series of which they were originally
a part or may be reclassified and reissued as part of a new series of Preferred
Stock created by resolution or resolutions of the board of directors or as part
of any other series of Preferred Stock, all subject to the conditions or
restrictions on issuance set forth in the resolution or resolutions adopted by
the board of directors providing for the issuance of any series of Preferred
Stock and to any filing required by law.
-2-
<PAGE>
Section 5. (a) Except as otherwise provided by law or by the resolutions
---------
of the board of directors providing for the issuance of any series of Preferred
Stock, Common Stock will have the exclusive right to vote for the election of
directors and for all other purposes. Each holder of Common Stock will be
entitled to one vote for each share held.
(b) Subject to all of the rights of Preferred Stock or any
series thereof, the holders of Common Stock will be entitled to receive, when,
as and if declared by the board of directors, out of funds legally available
therefor, dividends payable in cash, in stock or otherwise.
(c) Upon any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, and after the holders of
Preferred Stock of each series have been paid in full the amounts to which they
respectively are entitled or a sum sufficient for such payment in full has been
set aside, the remaining net assets of the Corporation will be distributed pro
rata to the holders of Common Stock in accordance with their respective rights
and interests to the exclusion of the holders of Preferred Stock.
ARTICLE FIVE
Restriction on Commencement of Business
---------------------------------------
The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1000), consisting of money, labor done or property actually received.
ARTICLE SIX
Registered Office and Registered Agent
--------------------------------------
The street address of the initial registered office of the Corporation
is:
999 North Shepherd
Houston, Texas 77008
The name of its initial registered agent at such address is:
Joe L. Barnes
ARTICLE SEVEN
Board of Directors
------------------
Section 1. Initial Board of Directors. The number of directors
--------- --------------------------
constituting the initial board of directors of the Corporation is six (6).
Section 2. Names and Addresses. The names and addresses of the persons
---------- --------------------
who are elected to serve as directors until the first annual meeting of
shareholders, or until their respective successors shall have been elected and
qualified, are:
Name Address
---- -------
J. W. Lander, Jr. 4200 Westheimer
Suite 210
Houston, Texas 77027
-3-
<PAGE>
Donald Harding 999 North Shepherd
Houston, Texas 77008
Ken D. Horton 111 Spencer Highway
South Houston, Texas 77587
Edwin W. Pugh 171 Gulf Freeway
South League City, Texas 77573
B. L. Corley 1232 FM 1462
Alvin, Texas 77511
Joe L. Barnes 999 North Shepard
Houston, Texas 77008
Section 3. Increase or Decrease of Directors. The number of directors
--------- ---------------------------------
may be increased or decreased from time to time by amendment to the Bylaws.
ARTICLE EIGHT
Provisions for Regulation of the
--------------------------------
Internal Affairs of the Corporation
-----------------------------------
Provisions for the regulation of the internal affairs of the Corporation
shall include the following, but such enumeration is not in limitation of the
power of the shareholders or the Board of Directors to formulate in the Bylaws,
by resolution, or in any other manner any other lawful provision not
inconsistent with these articles:
Section 1. Voting. At each election of directors every shareholder
--------- ------
entitled to vote at such election shall be entitled to one vote, in person or by
proxy, for each share owned by him, in the election of each director. The right
of cumulative voting is hereby specifically denied.
Section 2. Bylaws. The board of directors shall adopt the initial
--------- ------
Bylaws, and from time to time may alter, amend or repeal the Bylaws or adopt new
Bylaws; but the shareholders from time to time may alter, amend or repeal any
Bylaws adopted by the board of directors or may adopt new Bylaws.
Section 3. Denial of Preemptive Rights. No holder of securities of the
--------- ---------------------------
Corporation shall have any preemptive right to acquire any shares or securities
of any kind, whether now or hereafter authorized, which may at any time be
issued, sold or offered for sale by the Corporation.
ARTICLE NINE
Incorporator
------------
The name and address of the incorporator of the Corporation is:
Name Address
---- -------
George G. Young III 1100 Esperson Buildings
Houston, Texas 77002
-4-
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of June,
1982.
/s/ GEORGE G. YOUNG III
--------------------------------
George G. Young III
THE STATE OF TEXAS S
S
COUNTY OF HARRIS S
I, Deborah Stuard, a Notary Public, do hereby certify that on this 23rd
day of June, 1982, personally appeared before me George G. Young III, who being
by me first duly sworn, declared that he is the person who signed the foregoing
document as incorporator, and that the statements therein contained are true.
/s/ DEBORAH STUARD
--------------------------------
(SEAL) NOTARY PUBLIC IN AND FOR
STATE OF TEXAS
My Commission Expires:
3-17-86
- ---------------------
-5-
<PAGE>
FILED
In the Office of the
Secretary of State of Texas
JUN 6 1988
Corporations Section
GULF SOUTHWEST BANCORP, INC.
(the "Corporation")
ARTICLES OF AMENDMENT
ARTICLE 1
The name of the Corporation is Gulf Southwest Bancorp, Inc.
ARTICLE II
The following amendment to the Articles of Incorporation was adopted on
May 25, 1988.
The amendment is in addition to Article Seven and the full text of the
provision to be added is as follows:
Section 4. Liability. No director of the Corporation shall
--------- ---------
be liable to the Corporation or its shareholders for monetary damages for an
act of omission in the director's capacity as a director, except that this
provision does not eliminate or limit the liability of a director for: (i) a
breach of the director's duty of loyalty to the Corporation or shareholders;
(ii) an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law; (iii) a transaction from which a
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office; (iv) an act or
omission for which the liability of a director is expressely provided for by
statute; or (v) an act related to an unlawful stock repurchase or payment of a
dividend.
ARTICLE III
The number of shares of the Corporation outstanding at the time such
amendment was adopted was 1,082,919 consisting of 104,971 shares of 12%
cumulative preferred stock, series A, $20.00 par value per share, and 977,948
shares of common stock, $1.00 par value per share. Only the outstanding 977,948
shares of common stock were entitled to vote on such amendment. No such shares
were entitled to vote as a class with respect to such amendmnet.
ARTICLE IV
The number of shares of common stock voted for the amendment was
753,952; the number of shares of common stock voted against the amendment was
6,421; and the number of shares of common stock abtsaining from voting for or
against such amendment was 158. No shares were entitled to vote as a class with
respect to the amendment.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment effective as of May 25, 1988.
/s/ J. W. LANDER, III
----------------------------------------
J. W. Lander, III, President
<PAGE>
FILED
In the Office of the
Secretary of State of Texas
NOV 30 1990
Corporations Section
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
GULF SOUTHWEST BANCORP, INC.
(the "Corporation")
Pursuant to the provisions of Article 4.01, et. seq. of the Texas
-- ---
Business Corporation Act, the undersigned Corporation adopts the following
Articles of Amendment to its Articles of Incorporation, which amend Article Four
thereof and the Statement of Designation of Series of Preferred Stock filed with
the Secretary of State of the State of Texas on Decemnber 7, 1982.
Article I. The name of the Corporation is GULF SOUTHWEST BANCORP,
INC.
Article II. The following amendments to the Articles of
Incorporation were adopted by the shareholders of the Corporation on November
30, 1990:
Article Four of the Articles of Incorporation is hereby amended
to add a new Section 6 thereto, such section to read in its entirety as
follows:
Section 6. (a) Each share of 12% cumulative preferred
----------
stock, series A, $20.00 par value per share (the "Series A Preferred
Stock") issued and outstanding as of November 30, 1990, that being
the date when this Section 6 is added to Article Four of the
Articles of Incorporation, shall be changed into one and three-
quarters (1.75) shares of fully paid and nonassessable Common Stock.
Shares of the Series A Preferred Stock changed into Common Stock
shall have the status of authorized and unissued shares of Preferred
Stock and may be reissued as a part of the Series A Preferred Stock
or may be reclassified and reissued as part of a new series of
Preferred Stock created by resolution or resolutions of the board of
directors.
(b) Effective as of November 30, 1990, that being the date when
this Section 6 is added to Article Four of the Articles of
Incorporation, $6.60 per share of undeclared dividends accrued with
respect to each share of the Series A Preferred Stock are cancelled.
<PAGE>
(c) Except as provided for in paragraph (b) hereof, the
right to receive any undeclared dividends accrued with respect
to shares of the Series A Preferred Stock as of November 30,
1990 will not be effected by the change of Series A Preferred
Stock into Common Stock; provided, however that the right to
receive dividends with respect to shares of Series A Preferred
Stock will cease to accrue as of November 30, 1990.
Paragraph 5.1 of the Statement of Designation of Series of
Preferred Stock filed in the office of the Secretary of State of the
State of Texas on December 7, 1982 is hereby amended to read in its
entirety as follows:
"5.1 Source Rates and Dates. Dividends are payable on
----------------------
the Series A Preferred Stock when, as and if declared by the
Board of Directors of the Company at an annual rate of $2.40 per
share. Such dividends will be payable in cash or, at the option
of the Company, in shares of common stock, $1.00 par value per
share, of the Company having an equivalent fair market value as
determined by the Board of Directors of the Company.
Article III. There were 1,082,458 shares of the Corporation outstanding
and entitled to vote at the time such amendment was adopted, consisting of
104,882 shares of 12% cumulative preferred stock, series A, $20.00 par value per
share (the "Series A Preferred Stock"), and 977,576 shares of common stock,
$1.00 par value per share (the "Common Stock").
Article IV. There were 1,082,458 shares of the Corporation outstanding
and entitled to vote with respect to such amendment, of which 853,769 shares
were voted in favor of such amendment, 37,830 shares were voted against the
amendment, and 190,8__ shares were not voted. In addition to the vote of the
total outstanding shares of the Corporation, the number of shares of each class
entitled to vote as a class for and against such amendment is as follows:
<PAGE>
<TABLE>
<CAPTION>
Number of Number of Number of
Shares Shares Shares
Designation of Class Voted For Voted Against Not Voted
- -------------------- --------- ------------- ---------
<S> <C> <C> <C>
Common Stock 792,885 30,637 154,054
Series A Preferred Stock 60,884 7,193 36,805
</TABLE>
Article V. The manner in which shares of Series A Preferred Stock will
be changed into shares of Common Stock is set forth in the Plan of
Recapitalization attached hereto as Exhibit A and incorporated herein by
reference.
Article VI. The manner in which the change in stated capital is
effected, and the amount of stated capital as changed, are as follows:
(a) The stated capital of the Company attributable to shares of
Series A Preferred Stock shall be reduced from $2,194,120 to 0.
(b) The stated capital of the Company attributable to shares of
Common Stock shall be increased from $997,451 to $1,180,994.
(c) The aggregate stated capital of the Compnay shall be
decreased from $3,191,571 to $1,180,994.
DATED: November 30, 1990
GULF SOUTHWEST BANCORP, INC.
By: /s/ J. W. LANDER, III
-----------------------------------
Name: J. W. Lander, III
------------------------------
Title: President
-----------------------------
-3-
<PAGE>
RECAPITALIZATION PLAN
OF
GULF SOUTHWEST BANCORP, INC.
(the "Corporation)
This recapitalization plan ("Recapitalization Plan"), sets forth the
terms upon which the shares of 12% cumulative preferred stock, series A, $20.00
par value per share (the "Series A Preferred Stock"), issued by the Corporation
will be changed (the "Recapitalization") into shares of common stock, $1.00 par
value per share ("Common Stock"), issued by the Corporation.
1. Effective Time. The Recapitalization shall become effective at the
time (the "Effective Time") the Articles of Amendment, substantially in the form
attached hereto as Exhibit "A" (the "Articles of Amendment") shall become
effective.
2. Change of Series A Preferred Stock into Common Stock. At the
Effective Time, without any action on the part of any holder, each share of
Series A Preferred Stock issued and outstanding immediately prior to the
Effective Time shall be changed into one and three-quarters (1.75) shares of
Common Stock. No fractional shares of Common Stock will be issued. In lieu of
a fractional share of Common Stock issuable upon the change of shares of the
Series A Preferred Stock into shares of Common Stock a whole share of Common
Stock shall be issued.
3. Rights Subsequent to the Effective Time. Except as noted in
paragraph 8 below, from and after the Effective Time, the holders of
certificates previously representing shares of Series A Preferred Stock shall
cease to have any rights as holders of such shares, and their sole rights shall
pertain to the shares of Common Stock into which their shares of Series A
Preferred Stock shall have been changed pursuant to the Articles of Amendment.
4. Exchange of Certificates. As soon as practicable after the
Effective Time, the Corporation shall send to each former holder of shares of
the Series A Preferred Stock a letter of transmittal for use in submitting to
the Corporation certificates formerly representing shares of the Series A
Preferred Stock in exchange for certificates representing shares of the Common
Stock to which such holder is entitled as a result of the effectiveness of the
Articles of Amendment. Subsequent to such Effective Time and until such
exchange of certificates, the Series A Preferred Stock certificates shall be
deemed for all purposes to represent the number of whole shares of the Common
Stock into which such shares have been changed. Pending surrender of the
certificates representing shares of the Series A Preferred Stock in exchange for
a certificate or certificates representing shares of Common
EXHIBIT A
---------
<PAGE>
Stock, the holder thereof will not be entitled to receive any dividend or other
distribution payable to holders of Common Stock; provided that upon surrender of
such certificates representing shares of Series A Preferred Stock, there will be
paid to the record holders thereof the amount of dividends or other
distributions (without interest) which theretofore became payable and were not
paid to such holder with respect to the number of whole shares of Common Stock
issued upon such surrender.
5. Valid Issuance of Common Stock. All shares of Common Stock into which
shares of the Series a Preferred Stock shall have been changed pursuant to the
Articles of Amendment shall be deeded to be validly issued, fully paid and
nonassessable and, except as noted in paragraph 8 below, to have been issued in
full satisfaction of all rights pertaining to such shares of the Series A
Preferred Stock.
6. Close of Stock Transfer Books. After the Effective Time, there shall
be no further registration on the records of the Corporation of transfers of
shares of the Series A Preferred Stock.
7. Effectiveness, Amendment, Modification and Termination. This
Recapitalization Plan shall not become effective unless and until (i) it is
approved by the shareholders of the Corporation and (ii) the Articles of
Amendment become effective. The Board of Directors of the Corporation may, to
the extent permitted by law, amend or modify the provisions of this
Recapitalization Plan at any time before or after approval hereof by the
shareholders of the Corporation. However, no such amendment or modification
shall affect the right of holders of any class of the Corporation's capital
stock in any manner that is adverse to such holders. In addition, the Board of
Directors may terminate this Recapitalization Plan at any time before the
Effective Time, whether before or after approval by the shareholders of the
Corporation.
8. Dividends. At the Effective Time all unpaid dividends which have
accumulated with respect to shares of Series A Preferred Stock in excess of
$1.20 per share will be cancelled. Nothing contained herein will be deemed to
impair the right of the persons who are holders of shares of Series A Preferred
Stock immediately prior to the Effective Time to receive the uncancelled portion
of such dividends.
-2-
<PAGE>
FILED
In the Office of the
Secretary of State of Texas
JUN 13 1996
Corporations Section
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
GULF SOUTHWEST BANCORP, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, Gulf Southwest Bancorp, Inc., a Texas corporation (the
"Corporation"), adopts the following Articles of Amendment to its Articles of
Incorporation, which amend Article One thereof so as to change the name of the
Corporation.
Article I. The name of the Corporation is Gulf Southwest Bancorp, Inc.
Article II. The following amendment to the Articles of Incorporation
was adopted by the shareholders of the Corporation on June 11, 1996:
Article One of the Articles of Incorporation is hereby amended
to read in its entirety as follows:
ARTICLE ONE
Name
----
The name of the Corporation is Merchants Bancshares, Inc.
Article III. The number of shares of the Corporation outstanding and
entitled to vote at the time of such adoption was 1,943,970 shares of common
stock, par value $1.00 per share. No shares of capital stock were entitled to
vote separately as a class with respect to such adoption.
Article IV. The holders of 1,444,562 shares outstanding and entitled to
vote have voted to adopt said amendment. The holders of 2,255 shares outstanding
and entitled to vote have voted against adopting said amendment. The holders of
5,155 shares outstanding and entitled to vote have abstained from voting on the
adoption of said amendment.
Article V. The said amendment does not involve any exchange,
reclassification or cancellation of issued shares of the Corporation.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
Article VI. The said amendment does not effect a change in the amount of
stated capital of the Corporation.
DATED: June 11, 1996
GULF SOUTHWEST BANCORP, INC.
By: J.W. LANDER, III
--------------------------------
J.W. Lander, III, President
<PAGE>
BYLAWS
OF
MERCHANTS BANCSHARES, INC.
(Formerly Gulf Southwest Bancorp, Inc.)
As approved July 7, 1982
Amended and Restated April 23, 1996
<PAGE>
BYLAWS OF
MERCHANTS BANCSHARES, INC.
--------------------------
(the "Company")
ARTICLE I
Offices
-------
Section 1.1. Offices. The principal business office of the Company shall
----------- --------
be at 4200 Westheimer, Suite 210, Houston, Texas 77027. The Company may have
such other business offices within or without the State of Texas as the board of
directors may from time to time establish.
ARTICLE II
Capital Stock
-------------
Section 2.1. Certificate Representing Shares. Shares of the capital stock
----------- -------------------------------
of the Company shall be represented by certificates in such form or forms as the
board of directors may approve, provided that such form or forms shall comply
with all applicable requirements of law or of the articles of incorporation.
Such certificates shall be signed by the president or a vice president, and by
the secretary or an assistant secretary, of the Company and may be sealed with
the seal of the Company or imprinted or otherwise marked with a facsimile of
such seal. In the case of any certificate countersigned by any transfer agent
or registrar, provided such countersigner is not the Company itself or an
employee thereof, the signature of any or all of the foregoing officers of the
Company may be represented by a printed facsimile thereof. If any officer whose
signature, or a facsimile thereof, shall have been set upon any certificate
shall cease, prior to the issuance of such certificate, to occupy the position
in right of which his signature, or facsimile thereof, was so set upon such
certificate, the Company may nevertheless adopt and issue such certificate with
the same effect as if such officer occupied such position as of such date of
issuance; and issuance and delivery of such certificate by the Company shall
constitute adoption thereof by the Company. The certificates shall be
consecutively numbered, and as they are issued, a record of such issuance shall
be entered in the books of the Company.
Section 2.2. Stock Certificate Book and Shareholders of Record. The
----------- -------------------------------------------------
secretary of the Company shall maintain, among other records, a stock
certificate book, the stubs in which shall set forth the names and addresses of
the holders of all issued shares of the Company, the number of shares held by
each, the number of certificates representing such shares, the date of issue of
such certificates, and whether or not such shares originate from original issue
or from transfer. The names and addresses of shareholders as they appear on the
stock certificate book shall be the official list of shareholders of record of
the Company for all purposes. The Company shall be entitled to treat the holder
of record of any shares as the owner thereof for all purposes, and shall not be
bound to recognize any equitable or other claim to, or interest in, such shares
or any
<PAGE>
rights deriving from such shares on the part of any other person, including, but
without limitation, a purchaser, assignee, or transferee, unless and until such
other person becomes the holder of record of such shares, whether or not the
Company shall have either actual or constructive notice of the interest of such
other person.
Section 2.3. Shareholder's Change of Name or Address. Each shareholder
----------- ---------------------------------------
shall promptly notify the secretary of the Company, at its principal business
office, by written notice sent by certified mail, return receipt requested, of
any change in name or address of the shareholder from that as it appears upon
the official list of shareholders of record of the Company. The secretary of
the Company shall then enter such changes into all affected Company records,
including, but not limited to, the official list of shareholders of record.
Section 2.4. Transfer of Stock. The shares represented by any certificate
----------- -----------------
of the Company are transferable only on the books of the Company by the holder
of record thereof or by his duly authorized attorney or legal representative
upon surrender of the certificate for such shares, properly endorsed or
assigned. The board of directors may make such rules and regulations concerning
the issue, transfer, registration and replacement of certificates as they deem
desirable or necessary.
Section 2.5. Transfer Agent and Registrar. The board of directors may
----------- ----------------------------
appoint one or more transfer agents or registrars of the shares, or both, and
may require all share certificates to bear the signature of a transfer agent or
registrar, or both.
Section 2.6. Lost, Stolen or Destroyed Certificates. The Company may
----------- --------------------------------------
issue a new certificate for shares of stock in the place of any certificate
theretofore issued and alleged to have been lost, stolen or destroyed, but the
board of directors may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to furnish an affidavit as to such
loss, theft, or destruction and to give a bond in such form and substance, and
with such surety or sureties, with fixed or open penalty, as the board may
direct, in order to indemnify the Company and its transfer agents and
registrars, if any, against any claim that may be made on account of the alleged
loss, theft or destruction of such certificate.
Section 2.7. Fractional Shares. Only whole shares of the stock of the
----------- -----------------
Company shall be issued. In case of any transaction by reason of which a
fractional share might otherwise be issued, the directors, or the officers in
the exercise of powers delegated by the directors, shall take such measures
consistent with the law, the articles of incorporation and these bylaws,
including (for example, and not by way of limitation) the payment in cash of an
amount equal to the fair value of any fractional share, as they may deem proper
to avoid the issuance of any fractional share.
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ARTICLE III
The Shareholders
----------------
Section 3.1. Annual Meeting. Commencing in the calendar year 1983,
----------- --------------
the annual meeting of the shareholders, for the election of directors and for
the transaction of such other business as may properly come before the meeting,
shall be held at the principal office of the Company, at 10:00 a.m. local time,
on the second Monday in the month of May of each year unless such day is a legal
holiday, in which case such meeting shall be held at such hour on the first day
thereafter which is not a legal holiday; or at such other place and time as may
be designated by the board of directors. Failure to hold any annual meeting or
meetings shall not work a forfeiture or dissolution of the Company.
Section 3.2. Special Meetings. Except as otherwise provided by law
----------- ----------------
or by the articles of incorporation, special meetings of the shareholders may be
called by the chairman of the board of directors, the president, any one of the
directors, or the holders of not less than one-tenth of all the shares having
voting power at such meeting, and shall be held at the principal office of the
Company or at such other place, and at such time, as may be stated in the notice
calling such meeting. Business transacted at any special meeting of
shareholders shall be limited to the purpose stated in the notice of such
meeting given in accordance with the terms of section 3.3.
Section 3.3. Notice of Meetings - Waiver. Written or printed notice
----------- ---------------------------
of each meeting of shareholders, stating the place, day and hour of any meeting
and, in case of a special shareholders' meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more than
fifty days before the date of such meeting, either personally or by mail, by or
at the direction of the president, 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 Company, with postage thereon prepaid. Such further
or earlier notice shall be given as may be required by law. The signing by a
shareholder of a written waiver of notice of any shareholders' meeting, whether
before or after the time stated in such waiver, shall be equivalent to the
receiving by him of all notice required to be given with respect to such
meeting. Attendance by a shareholder, whether in person or by proxy, at a
shareholders' meeting shall constitute a waiver of notice of such meeting. No
notice of any adjournment of any meeting shall be required.
Section 3.4. Closing of Transfer Books and Fixing 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 shareholders entitled
to receive payment of any dividend or in order to make a determination of
shareholders for any other proper purpose, the board of directors of the Company
may provide that the stock transfer books shall be closed for a stated period in
no case to exceed fifty 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 the ten days
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
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<PAGE>
determination of shareholders, such date in no case to be more than fifty days
nor, in case of a meeting of shareholders, less than ten 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 of 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 except where the determination has been
made through the closing of stock transfer books and the stated period of
closing has expired.
Section 3.5. Voting List. The officer or agent having charge of the
----------- -----------
stock transfer books for shares of the Company shall make, at least ten 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 days prior to such meeting, shall be kept on
file at the registered office of the Company and shall be subject to lawful
inspection by any shareholder at any time during the 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. Failure to comply with this section shall not affect the
validity of any action taken at such meeting.
Section 3.6. Quorum and Officers. Except as otherwise provided by
----------- -------------------
law, by the articles of incorporation or by these bylaws, the holders of a
majority of the shares entitled to vote and represented in person or by proxy
shall constitute a quorum at a meeting of shareholders, but the shareholders
present at any meeting, although representing less than a quorum, may from time
to time adjourn the meeting to some other day and hour, without notice other
than announcement at the meeting. 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. The vote of the
holders of a majority of the shares entitled to vote and thus represented at a
meeting at which a quorum is present shall be the act of the shareholders'
meeting, unless the vote of a greater number is required by law. The chairman
of the board shall preside at, and the secretary shall keep the records of, each
meeting of shareholders, and in the absence of either such officer, his duties
shall be performed by any other officer authorized by these bylaws or any person
appointed by resolution duly adopted at the meeting.
Section 3.7. Voting at Meetings. Each outstanding share shall be
----------- ------------------
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders except to the extent that the articles of incorporation or the laws
of the State of Texas provide otherwise.
Section 3.8. 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 eleven (11) months from the
date of its execution unless otherwise provided in the proxy.
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<PAGE>
A proxy shall be revocable unless expressly provided therein to be irrevocable
and unless otherwise made irrevocable by law.
Section 3.9. Balloting. Upon the demand of any shareholder, the vote
----------- ---------
upon any question before the meeting shall be by ballot. At each meeting
inspectors of election may be appointed by the presiding officer of the meeting,
and at any meeting for the election of directors, inspectors shall be so
appointed on the demand of any shareholder present or represented by proxy and
entitled to vote in such election of directors. No director or candidate for
the office of director shall be appointed as such inspector. The number of
votes cast by shares in the election of directors shall be recorded in the
minutes.
Section 3.10. Voting Rights, Prohibition of Cumulative Voting for
------------ ---------------------------------------------------
Directors. Each outstanding share of common stock shall be entitled to one (1)
- ---------
vote upon each matter submitted to a vote at a meeting of shareholders. No
shareholder shall have the right to cumulate his votes for the election of
directors but each share shall be entitled to one vote in the election of each
director. In the case of any contested election for any directorship, the
candidate for such position receiving a plurality of the votes cast in such
election shall be elected to such position.
Section 3.11. Record of Shareholders. The Company shall keep at its
------------ ----------------------
principal business office, or the office of its transfer agents or registrars, a
record of its shareholders, giving the names and addresses of all shareholders
and the number and class of the shares held by each.
Section 3.12. Action Without Meeting. Any action required by statute
------------ ----------------------
to be taken at a meeting of the shareholders of the Company, 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 the
shareholders. Any such signed consent, or a signed copy thereof, shall be
placed in the minute book of the Company.
ARTICLE IV
The Board of Directors
----------------------
Section 4.1. Number, Qualifications and Term. The business and
----------- -------------------------------
affairs of the Company shall be managed and controlled by the board of
directors; and, subject to any restrictions imposed by law, by the articles of
incorporation, or by these bylaws, the board of directors may exercise all the
powers of the Company. The board of directors shall consist of no less than
three (3) nor more than fifteen (15) directors, who need not be shareholders or
residents of the State of Texas, as set by resolution of the board of directors.
Directors shall be elected at the annual meeting of the shareholders, except as
hereinafter provided, and each director elected shall hold office until his
successor shall be elected and shall qualify or until his earlier death, removal
or resignation.
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<PAGE>
Section 4.2. Removal. Any director or the entire board of directors
----------- -------
may be removed from office, with or without cause, at any special meeting of
shareholders by the affirmative vote of a majority of the shares of the
shareholders present in person or by proxy and entitled to vote at such meeting,
if notice of the intention to act upon such matter shall have been given in the
notice calling such meeting. If the notice calling such meeting shall have so
provided, the vacancy caused by such removal may be filled at such meeting by
the affirmative vote of a majority in number of the shares of the shareholders
present in person or by proxy and entitled to vote.
Section 4.3. Vacancies. Any vacancy occurring in the board of
----------- ---------
directors may be filled by the vote of a majority of the remaining directors,
even if such remaining directors comprise 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. Any position on the board of
directors to be filled by reason of an increase in the number of directors shall
be filled by election at an annual meeting of the shareholders, or at a special
meeting of shareholders duly called for such purpose.
Section 4.4. Regular Meetings. Regular meetings of the board of
----------- ----------------
directors shall be held immediately following each annual meeting of
shareholders, at the place of such meeting, and at such other times and places
as the board of directors shall determine. No notice of any kind of such
regular meetings needs to be given to either old or new members of the board of
directors.
Section 4.5. Special Meetings. Special meetings of the board of
----------- ----------------
directors shall be held at any time by call of the chairman of the board, the
president, the secretary or any two directors. The secretary shall give notice
of each special meeting to each director at his usual business or residence
address by mail at least three days before the meeting or in person, by
telegraph or telephone at least one day before such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
with postage thereon prepaid. Except as otherwise provided by law, by the
articles of incorporation, or by these bylaws, such notice need not specify the
business to be transacted at, or the purpose of, such meeting. No notice shall
be necessary for any adjournment of any meeting. The signing of a written
waiver of notice of any special meeting by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be
equivalent to the receiving of such notice. Attendance of a director at a
meeting shall also constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express and announced purpose of objecting to
the transaction of any business on the ground that the meeting is not lawfully
called or convened.
Section 4.6. Quorum. A majority of the number of directors fixed by
----------- ------
these bylaws shall constitute a quorum for the transaction of business and the
act of not less than a majority of such quorum of the directors shall be
required in order to constitute the act of the board of directors, unless the
act of a greater number shall be required by law, by the articles of
incorporation or by these bylaws.
Section 4.7. Procedure at Meetings. The board of directors, at each
----------- ---------------------
regular meeting held immediately following the annual meeting of shareholders,
shall appoint one of their number
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<PAGE>
as chairman of the board of directors. Failure to designate a chairman of the
board shall be deemed a designation of the president to perform the functions of
the chairman of the board. The chairman of the board shall preside at meetings
of the board. In his absence at any meeting, any officer authorized by these
bylaws or any member of the board selected by the members present shall preside.
The secretary of the Company shall act as secretary at all meetings of the
board. In his absence, the presiding officer of the meeting may designate any
person to act as secretary. At meetings of the board of directors, the business
shall be transacted in such order as the board may from time to time determine.
Section 4.8. Presumption of Assent. Any director of the Company 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 Company immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
Section 4.9. Action Without a Meeting. Any action required by
----------- ------------------------
statute to be taken at a meeting of the directors of the Company, or which may
be taken at such meeting, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by each director
entitled to vote at such meeting, and such consent shall have the same force and
effect as a unanimous vote of the directors. Such signed consent, or a signed
copy thereof, shall be placed in the minute book of the Company.
Section 4.10. Compensation. Directors as such shall not receive any
------------ ------------
stated salary for their service, but by resolution of the board of directors, a
fixed sum and reimbursement for reasonable expenses of attendance, if any, may
be allowed for attendance at each regular or special meeting of the board of
directors or at any meeting of the executive committee of directors, if any, to
which such director may be elected in accordance with the following section
4.11; but nothing herein shall preclude any director from serving the Company in
any other capacity or receiving compensation therefor.
Section 4.11. Executive Committee. The board of directors, by
------------ -------------------
resolution adopted by a majority of the full board of directors, may designate
an executive committee, which committee shall consist of two or more of the
directors of the Company. Such executive committee may exercise such authority
of the board of directors in the business and affairs of the Company as the
board of directors may, by resolution duly adopted, delegate to it except as
prohibited by law. The designation of 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. Any member of the
executive committee may be removed by the board of directors. The executive
committee shall keep regular minutes of its proceedings and report the same to
the board of directors when required. The minutes of the proceedings of the
executive committee shall be placed in the minute book of the Company. Members
of the executive committee shall receive such compensation as may be approved by
the board of directors and will be reimbursed for reasonable expenses actually
incurred by reason of membership on the executive committee.
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<PAGE>
Section 4.12. Other Committees. The board of directors, by
------------ ----------------
resolution adopted by a majority of the full board of directors, may appoint one
or more committees of two or more directors each. Such committees may exercise
such authority of the board of directors in the business and affairs of the
Company as the board of directors may, by resolution duly adopted, delegate,
except as prohibited by law. The designation of any committee and the
delegation thereto of authority shall not operate to relieve the board of
directors, or any member thereof, of any responsibility imposed on it or him by
law. Any member of a committee may be removed at any time by the board of
directors. Members of any such committees shall receive such compensation as
may be approved by the board of directors and will be reimbursed for reasonable
expenses actually incurred by reason of membership on a committee.
ARTICLE V
Officers
--------
Section 5.1. Number. The officers of the Company shall consist of a
----------- ------
president, one or more vice presidents, a secretary and a treasurer; and, in
addition, such other officers and assistant officers and agents as may be deemed
necessary or desirable. Officers shall be elected or appointed by the board of
directors. Any two or more offices may be held by the same person. In its
discretion, the board of directors may leave unfilled any office except those of
president, treasurer and secretary.
Section 5.2. Election; Term; Qualification. Officers shall be chosen
----------- -----------------------------
by the board of directors annually at the meeting of the board of directors
following the annual shareholders' meeting. Each officer shall hold office
until his successor has been chosen and qualified, or until his death,
resignation, or removal.
Section 5.3. Removal. Any officer or agent 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 Company 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 any contract rights.
Section 5.4. Vacancies. Any vacancy in any office for any cause may
----------- ---------
be filled by the board of directors at any meeting.
Section 5.5. Duties. The officers of the Company shall have such
----------- ------
powers and duties, except as modified by the board of directors, as generally
pertain to their offices, respectively, as well as such powers and duties as
from time to time shall be conferred by the board of directors and by these
bylaws.
Section 5.6. The President. The president shall have general
----------- -------------
direction of the affairs of the Company and general supervision over its several
officers, subject however, to the control of the board of directors. He shall
at each annual meeting, and from time to time, report to the shareholders and to
the board of directors all matters within his knowledge which, in his opinion,
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<PAGE>
the interest of the Company may require to be brought to the notice of such
persons. He may sign, with the secretary or an assistant secretary, any or all
certificates of stock of the Company. He shall preside at all meetings of the
shareholders, shall sign and execute in the name of the Company (i) all
contracts or other instruments authorized by the board of directors, and (ii)
all contracts or instruments in the usual and regular course of business,
pursuant to section 6.2 hereof, except in cases when the signing and execution
thereof shall be expressly delegated or permitted by the board or by these
bylaws to some other officer or agent of the Company; and, in general, shall
perform all duties incident to the office of president, and such other duties as
from time to time may be assigned to him by the board of directors or as are
prescribed by these bylaws.
Section 5.7. The Vice Presidents. At the request of the president,
----------- -------------------
or in his absence or disability, the vice presidents, 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 restrictions upon, the president.
Any action taken by a vice president in the performance of the duties of the
president shall be conclusive evidence of the absence or inability to act of the
president at the time such action was taken. The vice presidents shall perform
such other duties as may, from time to time, be assigned to them by the board of
directors or the president. A vice president may sign, with the secretary or an
assistant secretary, certificates of stock of the Company.
Section 5.8. Secretary. The secretary shall keep the minutes of all
----------- ---------
meetings of the shareholders, of the board of directors, and of the executive
committee, if any, of the board of directors, in one or more books provided for
such purpose and shall see that all notices are duly given in accordance with
the provisions of these bylaws or as required by law. He shall be custodian of
the corporate records and of the seal (if any) of the Company and see, if the
Company has a seal, that the seal of the Company is affixed to all documents the
execution of which on behalf of the Company under its seal is duly authorized;
shall have general charge of the stock certificate books, transfer books and
stock ledgers, and such other books and papers of the Company as the board of
directors may direct, all of which shall, at all reasonable times, be open to
the examination of any director, upon application at the office of the Company
during business hours; and in general shall perform all duties and exercise all
powers incident to the office of the secretary and such other duties and powers
as the board of directors or the president from time to time may assign to or
confer on him.
Section 5.9. Treasurer. The treasurer shall keep complete and
----------- ---------
accurate records of account, showing at all times the financial condition of the
Company. He shall be the legal custodian of all money, notes, securities and
other valuables which may from time to time come into the possession of the
Company. He shall furnish at meetings of the board of directors, or whenever
requested, a statement of the financial condition of the Company, and shall
perform such other duties as these bylaws may require or the board of directors
may prescribe.
Section 5.10. Assistant officers. Any assistant secretary or
------------ ------------------
assistant treasurer appointed by the board of directors shall have power to
perform, and shall perform, all duties incumbent upon the secretary or treasurer
of the Company, respectively, subject to the general direction of
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<PAGE>
such respective officers, and shall perform such other duties as these bylaws
may require or the board of directors may prescribe.
Section 5.11. Salaries. The salaries or other compensation of the
------------ --------
officers shall be fixed from time to time by the board of directors. No officer
shall be prevented from receiving such salary or other compensation by reason of
the fact that he is also a director of the Company.
Section 5.12. Bonds of Officers. The board of directors may secure
------------ -----------------
the fidelity of any officer of the Company by bond or otherwise, on such terms
and with such surety or sureties, conditions, penalties or securities as shall
be deemed proper by the board of directors.
Section 5.13. Delegation. The board of directors may delegate
------------ ----------
temporarily the powers and duties of any officer of the Company, in case of his
absence or for any other reason, to any other officer, and may authorize the
delegation by any officer of the Company of any of his powers and duties to any
agent or employee, subject to the general supervision of such officer.
ARTICLE VI
Miscellaneous
-------------
Section 6.1. Dividends. Dividends on the outstanding shares of the
----------- ---------
Company, subject to the provisions of the articles of incorporation, if any, may
be declared by the board of directors at any regular or special meeting,
pursuant to law. Dividends may be paid by the Company in cash, in property, or
in the Company's own shares, but only out of the unreserved and unrestricted
earned surplus of the Company, except as otherwise allowed by law.
Subject to limitations upon the authority of the board of directors
imposed by law or by the articles of incorporation, the declaration of and
provision for payment of dividends shall be at the discretion of the board of
directors.
Section 6.2. Contracts. The president shall have the power and
----------- ---------
authority to execute, on behalf of the Company, contracts or instruments in the
usual and regular course of business, and in addition the board of directors may
authorize any officer or officers, agent or agents, of the Company to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the Company, and such authority may be general or confined to specific
instances. Unless so authorized by the board of directors or by these bylaws,
no officer, agent or employee shall have any power or authority to bind the
Company by any contract or engagement, or to pledge its credit or to render it
pecuniarily liable for any purpose or in any amount.
Section 6.3. 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 Company shall be signed by such officers or employees
of the Company as shall from time to time be authorized pursuant to these bylaws
or by resolution of the board of directors.
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<PAGE>
Section 6.4. Depositories. All funds of the Company shall be
----------- ------------
deposited from time to time to the credit of the Company in such banks or other
depositories as the board of directors may from time to time designate, and upon
such terms and conditions as shall be fixed by the board of directors. The
board of directors may from time to time authorize the opening and maintaining
within any such depository as it may designate, of general and special accounts,
and may make such special rules and regulations with respect thereto as it may
deem expedient.
Section 6.5. Endorsement of Stock Certificates. Subject to the
----------- ---------------------------------
specific directions of the board of directors, any share or shares of stock
issued by any corporation and owned by the Company, including reacquired shares
of the Company's own stock, may, for sale or transfer, be endorsed in the name
of the Company by the president or any vice president; and such endorsement may
be attested or witnessed by the secretary or any assistant secretary either with
or without the affixing thereto of the corporate seal.
Section 6.6. Corporate Seal. The corporate seal, if any, shall be in
----------- --------------
such form as the board of directors shall approve, and such seal, or a facsimile
thereof, may be impressed on, affixed to, or in any manner reproduced upon,
instruments of any nature required to be executed by officers of the Company.
Section 6.7. Fiscal Year. The fiscal year of the Company shall begin
----------- -----------
and end on such dates as the board of directors at any time shall determine.
Section 6.8. Books and Records. The Company 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.
Section 6.9. 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.
Section 6.10. Indemnification of officers and Directors. Each person
------------ -----------------------------------------
who may have served as a director or officer of the Company, or at its request
as director or officer of any other corporation in which it owns shares of
capital stock or of which it is a creditor, shall be indemnified by the Company
against any liability imposed upon him and for any expense reasonably incurred
by him in connection with any claim made against him, or any action, suit or
proceeding to which he may be a party by reason of his being, or having been,
such director or officer, and against such sums as counsel selected by the board
of directors shall deem reasonable payment made in settlement of any such claim,
action, suit or proceeding primarily with a view to avoiding expenses of
litigation; provided, however, that no director or officer shall be indemnified
with respect 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, or
with respect to
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<PAGE>
any matters which shall be settled by the payment of sums which counsel selected
by the board of directors shall not deem reasonable payment made primarily with
a view to avoiding expenses of litigation, or with respect to matters for which
such indemnification would be unlawful or against public policy. Any right of
indemnification granted by this section 6.10 shall be in addition to and not in
lieu of any other such right to which any director or officer of the Company may
at any time be entitled under the law of the State of Texas; and if any
indemnification which would otherwise be granted by this section 6.10 shall be
disallowed by any competent court or administrative body as illegal or against
public policy, then any director or officer with respect to whom such
adjudication was made, and any other officer or director, shall be indemnified
to the fullest extent permitted by law and public policy, it being the express
intent of the Company to indemnify its officers and directors to the fullest
extent possible in conformity with these bylaws, all applicable laws, and public
policy.
Section 6.11. Meetings by Telephone. Subject to the provisions
------------ ---------------------
required or permitted by these bylaws or the laws of the State of Texas for
notice of meetings, shareholders, members of the board of directors, or members
of any committee designated by the board of directors may participate in and
hold any meeting required or permitted under these bylaws by telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in a meeting pursuant to this
section shall constitute presence in person at such a 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 VII
Amendments
----------
Section 7.1. Amendments. These bylaws may be altered, amended, or
----------- ----------
repealed, or new bylaws may be adopted, by a majority of the board of directors
at any duly held meeting of directors or by the holders of a majority of the
shares represented at any duly held meeting of shareholders; provided that
notice of such proposed action shall have been contained in the notice of any
such meeting.
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