BYLAWS
OF
MAG-WELL, INC.
Contents
Article 1: Offices
1.01 Registered Office and Agent
1.02 Other offices
Article 2: Shareholders
2.01 Place of Meetings
2.02 Annual Meeting
2.03 Voting List
2.04 Special Meetings
2.05 Notice
2.06 Quorum
2.07 Majority vote; Withdrawal of Quorum
2.08 Method of Voting
2.09 Record Date; Closing Transfer Books Action Without Meeting
2.11 Order of Business at meetings
Article 3: Directors
3.01 Management
3.02 Number; Qualification; Election; Term
3.03 Removal
3.04 Vacancies
3.05 Election of Directors
3.06 Place of Meetings
3.07 First Meetings
3.08 Regular Meetings
3.09 Special Meetings
3.10 Quorum; Majority Vote
3.11 Compensation
3.12 Procedure
3.13 Action Without Meeting
3.14 Interested Directors, Officers and Shareholders
Article 4: Executive committee
4.01 Designation
4.02 Number; Qualification; Term
4.03 Authority
4.04 Change in Number
4.05 Removal
4.06 Vacancies
4.07 Meetings
4.08 Quorum; Majority Vote
4.09 Compensation
4.10 Procedure
4.11 Action Without Meeting
4.12 Responsibility
Article 5: Notice
5.01 Method
5.02 Waiver
Article 6: Officers and Agents
6.01 Number; Qualification; Election; Term
6.02 Removal
6.03 Vacancies
6.04 Authority
6.05 Compensation
6.06 President
6.07 Vice President
6.08 Secretary
6.09 Assistant Secretary
6.10 Treasurer
6.11 Assistant Treasurer
Article 7: Certificates and Shareholders
7.01 Certificates
7.02 Issuance
7.03 Payment for Shares
7.04 Subscriptions
7.05 Lien
7.06 Lost, Stolen or Destroyed Certificates
7.07 Registration of Transfer
7.08 Registered Owner
Article 8: General Provisions
8.01 Dividends and Reserves
8.02 Books and Records
8.03 Annual Statement
8.04 Checks and Notes
8.05 Fiscal Year
8.06 Seal
8.07 Resignation
8.08 Amendment of Bylaws
8.09 Construction
8.10 Indemnification
8.11 Table of Contents; Headings
Article 1: Offices
1.01 Registered Office and Agent:
Until the Board of Directors otherwise determines, the registered off
ice of the Corporation required by the Texas Business corporation Act
to be maintained in the State of Texas and the registered agent shall
be the registered office and agent named in the original Articles of
Incorporation of the Corporation, or such other office and agent as
may be designated from tire to time by the Board of Directors in the
manner provided by law. Such registered office need not be identical
to the principal place of business of the Corporation.
1.02 Other offices:
The Corporation may also have offices at- such other places both
within and without the State of Texas as the Board of Directors may
from time to time determine or the business of the corporation may
require.
Article 2: Shareholders
2.01 Place of Meetings: All meetings of the shareholders for the
election of directors shall be held at such time and place, within or
without the State of Texas, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
2.02 Annual Meetings:
An annual meeting of the shareholders, commencing with the year 1989
shall be held each year an a day during the month of April to be
selected by the Board of Directors. if such a day is a legal holiday,
then the meeting shall be on the next secular day following. At the
meeting, the shareholders shall elect directors and transact such
other business as may properly be brought before the meeting.
2.03 Voting List:
At least ten days before each meeting of shareholders, a complete list
of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, With the address of each and the number of voting
shares held by each, shall be prepared by the officer or agent having
charge of the stock transfer books. The list, for a period of ten days
prior to the meeting, shall be kept in a file at the registered office
of the Corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. The list shall
also be produced and kept open at the time and place of the meeting
during the whole time thereof, and shall be subject to the inspection
of any shareholder during the whole time of the meeting.
2.04 Special Meetings:
Special meetings of the shareholders for any purpose or purposes,
unless otherwise prescribed by statute or by the Articles of
Incorporation, or by these Bylaws, may be called by the president, the
Board of. Directors, or, the holders of not less than one-tenth of all
the shares entitled to vote at the meetings. Business transacted at a
special meeting shall be confined to the object stated in the notice
of the meeting.
2.05 Notice:
Written or printed notice stating the place, day and hour of the
meeting and, in case of a special 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 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 the 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.
2.06 Quorum:
The holders of a majority of the shares issued and outstanding and.
entitled to vote thereat, present in person or represented by proxy,
shall be requisite and shall constitute a quorum at all meetings of
the shareholders for the transaction of business except as otherwise
provided by statute, by the Articles of incorporation or by these
Bylaws. If a quorum is not present or represented at a meeting of the
shareholders, the shareholders entitled to vote thereat, present in
person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than, announcement at
the meeting, until a quorum is present or represented. At such
adjourned meeting at which a quorum is present or represented, any
business may be transacted which might have been transacted at the
meeting as originally notified.
2.07 Majority Vote; Withdrawal of Quorum:
When a quorum is present at any meeting, the vote of the holders of a
majority of the shares having voting power, present in person or
represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which, by express provision
of the statutes or of the Articles of Incorporation or of these
Bylaws, a different vote is required in which case such express
provision shall govern and control the decision of such question. 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.
2.08 Method of 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
or classes are limited or denied by the Articles of Incorporation. At
any meeting of the shareholders, every shareholder having the right to
vote 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 months from the date of its execution, unless
otherwise provided in the proxy. Each proxy shall be revocable unless
expressly provided therein to be irrevocable, and unless otherwise
made irrevocable by law. Each proxy shall be filed with the secretary
of the corporation prior to or at the time of the meeting. Voting for
directors shall be in accordance with paragraph 3.06. Any vote may be
taken via voice or by show of hands unless someone entitled to vote
objects, in which case written ballots shall be used.
2.09 Record Date; Closing Transfer Books:
The Board of Directors may fix in advance a record date for the
purpose of determining shareholders entitled to notice of or to vote
at a meeting of the shareholders, the record date to be not less than
ten nor more than fifty days prior to the meeting; or the Board of
Directors may close the stock transfer books for such purpose of or a
period of not less than ten nor more than fifty days prior to such
meeting. In the absence of any action by the Board of Directors, the
date upon which the notice of the meeting is mailed shall be the
record date. 2.10 Action Without Meeting: Any action required by
statute to be taken at a meeting of the shareholders, or any action
which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by All of the shareholders. The signed consent,
or a signed copy shall be placed in the minute book.
2.11 Order of Business at Meetings:
The Order of business at annual meetings and so far as practicable at
other meetings of shareholders shall be as follows unless changed by
the Board of Directors:
(1) Call to order
(2) Proof of due notice of meeting
(3) Determination of quorum and examination of proxies
(4) Announcement of availability of voting list
(5) Announcement of distribution of annual statement
(6) Reading and disposing of minutes of last meeting of shareholders
(7) Reports of officers and committees
(8) Appointment of voting-inspectors
(9) Unfinished business
(10)New business
(11)Nomination of Directors
(12)Opening of polls for voting
(13)Recess
(14)Reconvening; closing of polls
(15)Report of voting inspectors
(16)Other business
(17)Adjournment
Article 3: Directors
3.01 Management:
'The business and affairs of the corporation shall be managed by the
Board of Directors who 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 or done by the shareholders. The Board of Directors
shall have the power to delegate its authority over the day-to-day
management of the corporation to any officer or agent upon such terms
as the Board of Directors shall determine.
3.02 Number; Qualification; Election; Term:
The Board of Directors shall consist of no less than one (1) nor more
than ten (10) directors, as determined by the shareholders from time
to time, but no decrease in the number of directors shall have the
effect of shortening the term of any incumbent director. Directors
need not be shareholders nor residents of any particular state. The
directors shall, be elected at the annual meeting of the shareholders,
except as provided in paragraph 3.04. Each director elected shall hold
office until his successor shall be elected and shall qualify.
3.03 Removal:
Any director may be removed either for or without cause at any special
or annual meeting 'of 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 meeting.
3.04 Vacancies:
Any vacancy occurring in the Board of Directors (by death,
resignation, removal or otherwise) may be filled by an affirmative
vote of a majority of the remaining directors though less than a
quorum of the Board of Directors is present. A director elected to
fill a vacancy shall be elected for the unexpired term of his
predecessor in office.
3.05 Election of Directors:
At each election for directors,' each shareholder shall have the right
to vote the number of voting shares owned by him for as many persons
as there are directors to be elected, or, if permitted by the Articles
of incorporation, he may cumulate his votes by giving one candidate as
many votes as the number of such directors multiplied by the number of
his shares shall equal, or by distributing such votes on the same
principle among any number of candidates. Any shareholder who intends
to cumulate his votes as herein authorized shall give written notice
of such intention to the secretary of the Corporation on or before the
day preceding the election at which such shareholder intends to
cumulate his votes.
3.06 Place of Meeting:
Meetings of the Board of Directors, regular or special, may be held
either within or without the State of Texas.
3.07 First Meeting:
The first meeting of each newly elected board shall be held without
further notice immediately following the annual meeting of
shareholders, and at the same place, unless (by unanimous consent of
the directors then elected and serving) such time or place shall be
changed.
3.08 Regular Meetings:
Regular meetings of the Board of Directors may be held without notice
at such time and place as shall from time to time be determined by the
board.
3.09 Special Meetings:
Special meetings of the Board of Directors may be called by the
president on three days notice to each director, either personally or
by mail or by telegram. Special meetings shall be called by the
president or secretary in like manner and like notice on the written
request of two directors. Except as otherwise expressly provided by
statute, or by the Articles of Incorporation, or by these Bylaws,
neither the business to be transacted at, nor the purpose of, any
special meeting need be specified in a notice of waiver of notice.
3.10 Quorum; Majority Vote:
At all meetings of the Board of Directors a majority of the number of
directors fixed by these Bylaws shall constitute a quorum for the
transaction of business. The act of a majority of the directors
present at any meeting at which a quorum is present shall be the act
of the Board of Directors, except as otherwise specifically provided
by 'statute or by the Articles of incorporation or by these Bylaws. If
a quorum is not present at a 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
is present.
3.11 Compensation:
By resolution of the Board of Directors, 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. Therefore, Members of
special or standing committees may, by resolution of the Board of
Directors, be allowed like compensation f or attending committee
meetings.
3.12 Procedure:
The Board of Directors shall keep regular minutes of its proceedings.
The minutes shall be placed in the minute back of the Corporation.
3.13 Action Without Meeting:
Any action required or permitted to be taken at a meeting of the Board
of Directors may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the
Board of Directors. Such a consent shall have the same force and
effect as a unanimous vote at a meeting. The signed consent, or a
signed copy, shall be placed in the minute book.
3.14 Interested Directors, Officers and shareholders:
(a) if paragraph (b) below is satisfied no contract or other
transaction between the corporation and any Of its directors, officers
or shareholders (or any corporation or firm in which any of them are
directly or indirectly interested) shall be invalid solely because of
this relationship or because of the presence of such director, officer
or shareholder at the meeting authorizing such contract or
transaction, or his participation in such meeting or authorization.
(b) Paragraph (a) above shall apply only if:
(1) The material facts of the relationship or interest of each such
director, officer or shareholder are known or disclosed;
(i) To the Board of Directors and it nevertheless authorizes or
ratifies the contract or transaction by a majority of the directors
present, each such interested director to be counted in determining
whether a quorum is present but not in calculating the majority
necessary to carry the vote; or
(ii) To the shareholders and they nevertheless authorize or ratify the
contract or transaction by a majority of the shares present, each such
interested person to be counted for quorum and voting purposes; or
(2) The contract or transaction is fair to the Corporation as of the
time it is authorized or ratified by the Board of Directors, a
committee of the board, or the shareholders.
(c) This provision shall not be construed to invalidate a contract or
transaction which would be valid in the absence of this provision.
Article 4: Executive Committee
4.01 Designation:
The Board of Directors may, by resolution- adopted-by a majority of
the whole board, designate an executive committee.
4.02 Number; qualification; Term:
The executive committee shall consist of two or more directors (one of
whom shall be the president unless the president is not a member of
the Board of Directors). The executive committee shall serve at the
pleasure of the Board of Directors.
4.03 Authority:
The executive committee, to the extent provided in such resolution,
shall have and may exercise all of the authority of the Board of
Directors in the management of the business and affairs of the
Corporation, except where action of the full Board of Directors is
required by statute or by the Articles of Incorporation, and shall
have power to authorize the seal of the corporation to be affixed to
all papers which may require it.
4.04 Change in Number:
The number of executive committee -members may be increased or
decreased (but not below two) from time to time by resolution adopted
by a majority of the whole Board of Directors.
4.05 Removal:
Any member of the executive committee may be removed by the Board of
Directors by the affirmative vote of a majority of the whole board
whenever in its judgment the best interests of the Corporation will be
served thereby.
4.06 Vacancies:
A vacancy occurring in the executive committee (by death, resignation,
removal or otherwise) may be filled by the Board of Directors in the
manner provided for original designation in paragraph 4.01.
4.07 Meetings:
Time, place and notice (if any) of executive committee meetings shall
be determined by the executive committee.
4.08 Quorum; Majority Vote:
At meetings of the executive committee, a majority of the number of
members designated by the Board of Directors shall constitute a quorum
for the transaction of business. The act of a majority of the members
present at any meeting at which a quorum is present shall be the act
of the executive committee, except as otherwise specifically provided
by statute or by the' Articles of Incorporation - or by these Bylaws.
if a quorum is not present at a meeting of the executive committee,
the members present thereat may adjourn the meeting from tine to time,
without notice- other than announcement at the meeting until a quorum
is present.
4.09 Compensation:
By resolution of the Board of Directors, the members of the executive
committee may be paid their expenses, if any, of attendance at each
meeting of the executive committee and may be paid a fixed sum for
attendance at each meeting of the executive committee or a stat6d
salary as a member of the executive committee NO such payment shall
preclude any member of the executive committee from serving the
Corporation in any other capacity and receiving compensation
therefore.
4.10 Procedure:
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 Corporation.
4.11 Action Without Meeting:
Any action required or permitted to be taken at a meeting of the
executive committee may be taken without a meeting if a consent in
writing, setting forth the action so taken is signed by all the
members of the executive committee. Such consent shall have the same
force and effect as a unanimous vote at a meeting. The signed consent,
or a signed copy, shall be placed in the minute book.
4.12 Responsibility:
The designation of an executive committee and the delegation of
authority to it shall not operate to relieve the Board of Directors,
or any member thereof, of any responsibility imposed upon it or him by
law.
Article 5: Notice
5.01 Method:
Whenever by statute or the Articles of Incorporation or these Bylaws,
notice is required to be given to director or shareholder and no
provision is made as to how the notice shall be given, it shall not be
construed of Mean personal notice, but any such notice may be given
(a) in writing, by mail, postage prepaid addressed to the director or
shareholder at the address appearing on the books of the Corporation,
or (b) in any other method permitted by law. Any notice required or
permitted to be given by mail shall be deemed given at the time when
the same is thus deposited in the United States Mails.
5.02 Waiver:
Whenever, by statute or the Articles of Incorporation or these Bylaws
notice is required to be given to shareholder or director, a waiver
thereof in -writing signed by the person or persons entitled to such
'r notice, whether before or after the time stated in such notice,
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 for the express purpose of
objecting to the transaction of any business on the ground that the
meeting is now lawfully called or convened.
Article 6: Officers and Agents
6.01 Number; Qualification; Election; Term:
(a) The Corporation shall have; (1) a president, a vice-president, a
secretary and a treasurer, and (2) such other officers (including a
chairman of the board and additional vice-presidents) and. assistant
officers and agents as the Board of Directors may think necessary.
(b) No officer or agent need be a. shareholder, a director or a
resident of Texas.
(c) Officers named in paragraph 6.01(a)(1) shall be elected by the
Board of Directors on the expiration of an officer's term or whenever
a vacancy exists. Officers and agents named in paragraph 6. 01 (a) (2)
may be elected by the board at any meeting.
(d) Unless otherwise specified by the board at the time of election or
appointment, or in an employment contract approved by the board, each
officer's and agent's term shall end at the first meeting of directors
after the next annual meeting of shareholders. He shall serve until
the end of his term or, if earlier, his death, resignation, or
removal.
(e) Any two-or more offices may be told by the same person.
6.02 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 Corporation will be served thereby.
Such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights.
6.03 Vacancies:
Any vacancy occurring in any office of the Corporation (by death,
resignation, removal or otherwise) may be filled by the Board of
Directors.
6.04 Authority:
Officers and agents shall have such authority -and perform such duties
in the management of the Corporation as are provided in these Bylaws
or as may be determined by resolution of the Board of Directors not
inconsistent with these Bylaws.
6.05 Compensation:
The compensation of officers and agents shall be fixed from time to
time by the Board of Directors.
6.06 President:
The president shall be the chief executive officer of the Corporation;
he shall preside at all meetings of the shareholders and the Board of
Directors, shall have general and active management of the business
and affairs of the corporation, shall see that all orders and
resolutions of the board are carried into effect. He shall perform
r;.1ach other duties and have such other authority and powers as the
Board of Directors may from time to time prescribe.
6.07 Vice President:
The vice presidents 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 have the authority
and exercise the powers at the president. They shall perform such
other duties and have such other authority and powers as the Board of
Directors-may from time to time prescribe or as the president may from
time to time delegate.
6.08 Secretary:
(a) The Secretary shall attend All meetings of the Board of Directors
and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose and
shall perform like duties f or the executive committee when required.
(b) He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors.
(c) He shall keep in safe custody the seal of the Corporation and,
when authorized by the Board of Directors or the executive committee,
affix the same to any instrument requiring it and when so affixed, it
shall be attested by his signature or by the signature of the
treasurer or an assistant secretary.
(d) He shall be under the supervision of the president. He shall
perform such other duties and have such other authority and powers as
the Board of Directors may from time to time prescribe or as the
president may from time to time delegate.
6.09 Assistant Secretary:
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 have the
authority 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 or as the president may from time to
time delegate.
6.10 Treasurer:
(a) The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of 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.
(b) He 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 directors, at the
regular meetings of the board, or whenever they may require it, an
account of all his transactions as treasurer and of the financial
condition of the Corporation.
(c) If required by the Board of Directors, he shall give the
Corporation a bond in such form, in such sum, and with such surety or
sureties as shall be satisfactory to the board 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, money and other property
of whatever kind in his possession or under his control belonging to
the Corporation.
(d) He shall perform such other duties and have such other authority
and powers as the Board of Directors, may from time to time prescribe
or as the president may from time to time delegate.
6.11 Assistant Treasurer:
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 have the
authority 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 delegate.
Article 7: Certificates and Shareholders
7.01 Certificates:
Certificates in the form determined by the Board of Directors shall be
delivered representing all shares to which shareholders are entitled.
Certificates shall be consecutively numbered and shall be entered in
the books of the corporation as they are issued. Each certificate
shall state on the face thereof the holder's name, the number and
class of shares, the par value of shares or a statement that such
shares are without par value, and such other matters as may be
required by law. They shall be signed by the president or a vice
president and such other officer or officers as the Board of Directors
shall designate, and may be sealed with the seal of the Corporation or
a facsimile thereat. If any certificate is countersigned by a transfer
agent, or an assistant transfer agent or registered by a registrar
(either of which is other than the Corporation or an employee of the
Corporation), the signature of any such officer may be a facsimile.
7.02 Issuance:
Shares (both treasury and authorized but unissued) may be issued for
such consideration (not less than par value) and to such persons as
the Board of Directors may determine from time to time. Shares may not
be issued until the full amount of the consideration, fixed as
provided by law, has been paid.
7.03 Payment for Shares:
(a) Kind. The consideration for the issuance of shares shall consist
of money paid, labor done, (including services actually performed for
the Corporation) or property (tangible or intangible) actually
received. Neither promissory notes nor the promise of future services
shall constitute payment for shares.
(b) Valuation. in the absence of fraud in the transaction, the
judgment of the Board of Directors as to the value of consideration
received shall be conclusive.
(c) Effect. When consideration, fixed as provided by law, has been
paid, the shares shall be deemed to have been issued and shall be
considered fully paid and nonassessable.
(d) Allocation of Consideration. The consideration received for shares
shall be allocated by the Board of Directors, in accordance with law,
between stated capital and capital surplus accounts.
7.04 Subscriptions:
Unless otherwise provided in the subscription agreement, subscriptions
of shares whether made before or after organization of the
corporation, shall be paid in full at such time or in such
installments and at such times as shall be determined by the Board of
Directors. Any call made by the Board of Directors for payment of
subscriptions shall be uniform as to all shares of the same series, as
the case may be. In case of default in the payment an any installment
or call when payment is due, the Corporation may proceed to collect
the amount due in the same manner as any debt due to the Corporation.
7.05 Lien:
For any indebtedness of a shareholder to the Corporation, the
Corporation shall have a first and prior lien an all shares of its
stock owned by him and an all dividends or other distributions
declared thereon.
7.06 Lost, Stolen or Destroyed Certificates:
The Corporation shall issue a new certificate in place of any
certificate for shares previously issued if the registered owner of
the certificate:
(a) Claim. Makes proof in affidavit form that it has been lost,
destroyed or wrongfully taken; and
(b) Timely Request. Requests the issuance of a new certificate before
the Corporation has notice that the certificate has been acquired by a
purchaser for value in good faith and without notice of an adverse
claim;. and
(c) Bond. Gives a bond in such form, and with such surety or sureties,
with fixed or open penalty, as the Corporation may direct, to
indemnify the Corporation (and its transfer agent and registrar, if
any) against any claim that may be made an account of the alleged
loss, destruction, or theft of the certificate; and
(d) Other Requirements. Satisfies any other reasonable requirements
imposed by the Corporation.
When a certificate has been lost, apparently destroyed or wrongfully
taken, and the holder of record fails to notify the Corporation within
a reasonable time after he has notice of it, and the corporation
registers a transfer of the shares represented by the certificate
before receiving such notification, the holder of record is precluded
from making any claim against the corporation for the transfer or for
a new certificate.
7.07 Registration of Transfer:
The corporation shall register the transfer of a certificate for
shares presented to it for transfer if:
(a) Endorsement. The certificate is properly endorsed by the
registered owner or by his duly authorized attorney; and
(b) Adverse claims. The Corporation has no notice of an adverse claim
or has discharged any duty to inquire into such a claim; and
(c) Collection of Taxes. Any applicable law relating to the collection
of taxes has been complied with.
7.08 Registered Owner. Prior to due presentment for registration of
transfer of a certificate for shares, the Corporation may treat the
registered owner as the person exclusively entitled to vote, to
receive notices and otherwise to exercise all the rights and powers of
a shareholder.
Article 8: General Provisions
8.01 Dividends and Reserves:
(a) Declaration and Payment. Subject to statute and the Article of
Incorporation, dividends may be declared by the Board of Directors at
any regular or special meeting and may be paid in cash, in property,
or in shares of the Corporation. The declaration and payment shall be
at the discretion of the Board of Directors.
(b) Record Date. The Board of Directors may fix in advance a record
date for the purpose of determining shareholders entitled to receive
payment of any dividend, the record date to be not more than fifty
days prior to the payment date of such dividend or the Board of
Directors may not close the stock transfer books for such purpose for
a period of not more than fifty days prior to the payment date of such
dividend. In the absence of any action by the Board of Directors, the
date upon which the Board of Directors adapts the resolution declaring
the dividend shall be the record date.
(c) Reserves. By resolution the Board Of Directors may create such
reserve or reserves out of the earned surplus of the Corporation as
the directors from time to time, in their discretion, think proper to
provide for contingencies, or to equalize dividends, or to repair or
maintain any property of the Corporation, or for any other purpose
they think beneficial to the Corporation. The directors may modify or
abolish any such reserve in the manner in which it was created.
8.02 Books and Records: The Corporation shall keep correct and
complete books-and records of account and shall keep minutes of the
proceedings of its shareholders and Board of Directors, and shall keep
at its-registered office or principal place of business, or at the
office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and
the number and class of the shares held by each.
8.03 Annual Statement: The Board of Directors shall mail to each
shareholder of record, at least 10 days before each annual meeting a
full and clear statement of the business and condition of the
Corporation, including a reasonably detailed balance sheet, income
statement, and Surplus statement, all prepared in conformity with
generally accepted accounting principles applied on a consistent basis
(and certified by independent public accountants).
8.04 Checks and Notes:
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.
8.05 Fiscal Year:
The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.
8.06 Seal:
The Corporation Seal (of which there may be one or more exemplars)
shall contain the name of the Corporation and the name of the state of
incorporation. The seal may be used by impressing it or reproducing a
facsimile of it, or otherwise.
8.07 Resignation:
Any director, officer or agent may resign by giving written notice to
the president or the secretary. The resignation shall take affect at
the time specified therein, or immediately if no time is specified
therein. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
8.08 Amendment of Bylaws:
The power to alter, amend or repeal these Bylaws, or to adopt new
Bylaws for the Corporation, shall be vested in the directors, subject,
however, to the right of the shareholders to repeal or change any such
action by the directors.
8.09 Construction:
Whenever the context so requires, the masculine shall include the
feminine and neuter, and the singular shall include the plural, and
conversely. If any portion of these Bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible:
(a) The remainder of these Bylaws shall be considered valid and
operative; and
(b) Effect shall be given to the intent manifested by the portion held
invalid or inoperative.
8.10 Indemnification:
Any and all of the Corporation's directors or officers or former
directors or officers or any person who may have served at the
Corporation's request as a director or officer of another Corporation
in which this Corporation owns shares of capital stock or of which
this Corporation * is a creditor or the heirs or legal representatives
of any such officer or director shall be indemnified by the
Corporation against and held harmless from any and all claims which
may be asserted against them or any of them upon or arising out of
acts of omission or commission on the part of such officers or
directors in their capacities as either officers or directors of this
Corporation or adjudged by final judgment of a court of competent
jurisdiction to be based upon willful misconduct in the performance of
duty. Such indemnification shall extend to proceedings ' settled or
otherwise disposed of without a determination on the merits, provided
that the Board of Directors shall be advised by counsel for the
Corporation that in the opinion of such counsel the person seeking
such indemnity was not guilty of willful misconduct in the performance
of duty, and provided further that in the opinion of the Board of
Directors the amount of such settlement is fair and reasonable under
all existing circumstances. Without limitation on the generality of
the foregoing, the indemnification herein provided shall extend to and
include reimbursement for and indemnification against all costs and
expenses (including counsel fees) reasonably incurred in investigating
or in connection with the preparation and/or defense of any action,
suit, proceeding or claim.
8.11 Table of Contents; Headings.
The table of contents and headings are for organization, convenience
and clarity. in interpreting these Bylaws they shall be subordinated
in importance to the other written material.
IN WITNESS WHEREOF, I have hereunto set my hand this 16 day of
June, 1988.
/s/ John Corney
John Corney, Incorporator
THE STATE OF TEXAS
COUNTY OF HIDALGO
I, Nanci B. Brown, a notary public do hereby certify that on
this 16th day of June, 1988, personally appeared before me, JOHN
CORNEY, 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.
"SEAL"
/s/ Nanci B. Brown
Nanci B. Brown
Notary Public, State of
Texas
My Commission Expires June
21, 2000
