BYLAWS
OF
THE LUNAR RESOURCES COMPANY
(the "Corporation")
ARTICLE I.
OFFICES
Section 1. Principal Office. The principal business
office of the Corporation shall be at 213 Old Oaks, League City,
Texas 77573.
Section 2. 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 II.
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meetings. Meetings of shareholders
for all purposes may 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.
Section 2. Annual Meeting. An annual meeting of the
shareholders, commencing with the year 1996, shall be held each
year on such date and at such time as shall be designated from
time to time by the Board of Directors and stated in the notice
of the meeting or in a duly executed waiver of notice of such
meeting. At such meetings, the shareholders shall elect a Board
of Directors and transact such other business as may properly be
brought before the meeting.
Section 3. List of Shareholders. At least ten (10) days
before each meeting of the shareholders, a complete list of the
shareholders entitled to vote at said meeting or any adjournment
thereof, arranged in alphabetical order with the address of and
the number of voting shares held by each, shall be prepared by
the officer or agent having charge of the stock transfer books.
Such list, for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered office or principal place
of business of the Corporation and shall be subject to inspection
by any shareholder at any time during usual business hours. Such
list shall 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 who may be present.
Section 4. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, the Articles of Incorporation, or these
Bylaws, may be called by (a) the President or the Board of
Directors, or (b) the holders of at least ten percent (10%) of
all shares entitled to vote at such meetings, unless the Articles
of Incorporation provide for a number of shares greater than or
less than ten percent (10%), in which event special meetings may
be called by the holders of at least the percentage of shares
specified in the Articles of Incorporation, provided, however,
that in no event may the Articles of Incorporation require a
percentage greater than fifty percent (50%). Business transacted
at a special meeting shall be confined to the purposes stated in
the notice of the meeting.
Section 5. Notice. Written or printed notice stating
the place, day and hour of a meeting of shareholders, and, in
case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) or,
in the event of a merger or consolidation, not less than twenty
(20), nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of
the President, the Secretary, or the officer or person calling
the meeting, to each shareholder of record entitled to vote at
the meeting. Notice need not be given to a shareholder if (1)
notice of two consecutive annual meetings and all notices of any
meetings held during the period between those annual meetings or
(2) all (but in no event less than two) payments (if sent by
first class mail) of distributions or interest on securities
during a 12-month period have been mailed to the shareholder,
addressed at his address as shown on the records of the
Corporation, and have been returned undeliverable. If such a
shareholder delivers to the Corporation a written notice setting
forth his current address, the notice requirement of this Section
shall be reinstated.
Section 6. Quorum. At each meeting 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 of the shareholders for
the transaction of business except as otherwise provided by
statute, the Articles of Incorporation or these Bylaws, but in
no event shall a quorum consist of the holders of less than
one-third of the shares entitled to vote at such a meeting. If,
however, such quorum shall not be present or represented at any
meeting of the shareholders, the shareholders entitled to vote
thereat, present in person or represented by proxy, shall have
power to adjourn the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.
Section 7. Voting by Shareholders. (a) With respect to
any matter other than the election of directors or a matter for
which the affirmative vote of the holders of a specified portion
of the shares entitled to vote is required by the Texas Business
Corporation Act, the affirmative vote of the holders of a
majority of the shares entitled to vote on that matter and
represented in person or by proxy at a meeting of shareholders at
which a quorum is present shall be the act of the shareholders,
unless otherwise provided in the Articles of Incorporation or the
Bylaws.
(b) Unless otherwise provided in the Articles of
Incorporation or the Bylaws, directors shall be elected by a
plurality of the votes cast by the holders of shares entitled to
vote in the election of directors at a meeting of shareholders at
which a quorum is present.
Section 8. Voting Procedure. 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 or special voting rights are
provided by the Articles of Incorporation. At any meeting of the
shareholders, every shareholder having the right to vote shall be
entitled to vote in person, by proxy appointed by an instrument
in writing subscribed by such shareholder, or by his duly
authorized attorney-in-fact. No form of proxy or power of
attorney bearing a date more than eleven (11) months prior to
said meeting shall be valid, unless said instrument provides for
a longer period. Each proxy shall be revocable unless the proxy
form conspicuously states that the proxy is irrevocable and the
proxy is coupled with an interest. Such proxy shall be filed
with the Secretary of the Corporation prior to or at the time of
the meeting.
Section 9. Record Date. (a) For the purpose of
determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled
to receive a distribution by the Corporation (other than a
distribution involving a purchase or redemption by the
Corporation of any of its own shares) or a share dividend, or in
order to make a determination of shareholders for any other
proper purpose (other than determining shareholders entitled to
consent to action by shareholders proposed to be taken without a
meeting of shareholders), the Board of Directors of the
Corporation may provide that the share transfer records shall be
closed for a stated period but not to exceed, in any case, sixty
(60) days. If the share transfer records shall be closed for the
purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such records shall be closed
for at least ten (10) days immediately preceding such meeting. In
lieu of closing the share transfer records, the Bylaws or, in the
absence of an applicable Bylaw, the Board of Directors, may fix
in advance a date as the record date for any such determination
of shareholders, such date in any case to be not more than sixty
(60) days and, in the case of a meeting of shareholders, not less
than ten (10) days, prior to the date on which the particular
action requiring such determination of shareholders is to be
taken. If the share transfer records 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 a distribution (other than a
distribution involving a purchase or redemption by the
Corporation of any of its own shares) or a share 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
distribution or share dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this
subsection, such determination shall apply to any adjournment
thereof, except where the determination has been made through the
closing of the share transfer records and the stated period of
closing has expired.
(b) For the purpose of determining shareholders entitled to
call a special meeting of shareholders pursuant to Section 4 of
this Article II, the record date shall be the date the first
shareholder signs the notice of the meeting.
(c) Unless a record date shall have previously been fixed
or determined pursuant to this section, whenever action by
shareholders is proposed to be taken by consent in writing
without a meeting of shareholders, the Board of Directors may fix
a record date for the purpose of determining shareholders
entitled to consent to that action, which record date shall not
precede, and shall not be more than ten (10) days after, the date
upon which the resolution fixing the record date is adopted by
the Board of Directors. If no record date has been fixed by the
Board of Directors and the prior action of the Board of Directors
is not required by the Texas Business Corporation Act, the record
date for determining shareholders entitled to consent to action
in writing without a meeting shall be the first date on which a
signed written consent setting forth the action taken or proposed
to be taken is delivered to the Corporation in the manner
provided by Section 10(b) of this Article II. If no record date
shall have been fixed by the Board of Directors and prior action
of the Board of Directors is required by the Texas Business
Corporation Act, the record date for determining shareholders
entitled to consent to action in writing without a meeting shall
be at the close of business on the date on which the Board of
Directors adopts a resolution taking such prior action.
Section 10. Action Without Meeting; Telephone Meetings.
(a) Any action required or permitted to be taken at a meeting of
the shareholders of the Corporation may be taken without a
meeting without prior notice, and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be
signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such
action at a meeting at which the holders of all shares entitled
to vote on the action were present and voted.
(b) Every written consent signed by the holders of less
than all the shares entitled to vote with respect to the action
that is the subject of the consent shall bear the date of
signature of each shareholder who signs the consent. No written
consent signed by the holders of less than all the shares
entitled to vote with respect to the action that is the subject
of the consent shall be effective to take the action that is the
subject of the consent unless, within sixty (60) days after the
date of the earliest dated consent delivered to the Corporation
in the manner required by this subsection, a consent or consents
signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take the
action that is the subject of the consent are delivered to the
Corporation by delivery to its registered office, registered
agent, principal place of business, transfer agent, registrar,
exchange agent or an officer or agent of the Corporation having
custody of the books in which proceedings of meetings of
shareholders are recorded. Delivery shall be by hand or
certified or registered mail, return receipt requested. Delivery
to the Corporation's principal place of business shall be
addressed to the president or principal executive officer of the
Corporation.
(c) A telegram, telex, cablegram, or similar transmission
by a shareholder, or a photographic, photostatic, facsimile, or
similar reproduction of a writing signed by a shareholder, shall
be regarded as signed by the shareholder for purposes of this
section.
(d) Prompt notice of the taking of any action by
shareholders without a meeting by less than unanimous written
consent shall be given to those shareholders who did not consent
in writing to the action.
(e) Subject to applicable notice provisions and unless
otherwise restricted by the Articles of Incorporation,
shareholders may participate in and hold a meeting by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other, and participation in such meeting shall constitute
presence in person at such meeting, except where a person's
participation is for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not
lawfully called or convened.
ARTICLE III.
DIRECTORS
Section 1. Management. The business and affairs of the
Corporation shall be managed by its 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 keep regular minutes of its proceedings.
Section 2. Number; Election. The Board of Directors
shall consist of no less than one (1) nor more than fifteen (15)
directors, who need not be shareholders or residents of the State
of Texas. 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.
Section 3. Change in Number. The number of Directors
may be increased or decreased from time to time by resolution
adopted by the affirmative vote of a majority of the Directors,
but no decrease shall have the effect of shortening the term of
any incumbent Director.
Section 4. Removal and Vacancies. Any Director may be
removed either for or without cause at any annual or special
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 the intention to act upon such
matters shall have been given in the notice calling such meeting.
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 a number of Directors shall be filled by the vote of
a majority of Directors, election at an annual meeting of the
shareholders or at a special meeting of shareholders duly called
for such purpose, provided that the Board of Directors may fill
no more than two such vacancies during the period between any two
successive annual meetings of shareholders.
Section 5. Election of Directors. At every election of
Directors, each shareholder entitled to vote with respect to such
matter shall have the right to vote in person or by proxy the
number of voting shares owned by him for as many persons as there
are Directors to be elected and for whose election he has a right
to vote. Cumulative voting shall be prohibited.
Section 6. Place of Meetings. The Directors of the
Corporation may hold their meetings, both regular and special,
either within or without the State of Texas.
Section 7. First Meetings. The first meeting of each
newly elected Board of Directors 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.
Section 8. 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 of
Directors.
Section 9. Special Meetings. Special meetings of the
Board of Directors may be called by the President on three (3)
days' notice to each Director, either personally or by mail or
telegram. Special meetings may be called in like manner and on
like notice on the written request of any two Directors. Except
as may be otherwise expressly provided by statute, the Articles
of Incorporation or these Bylaws, neither the business to be
transacted at, nor the purpose of, any special meeting need be
specified in a notice or waiver of notice.
Section 10. Quorum. At all meetings of the Board of
Directors, the presence of a majority of the Directors shall be
necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, the Articles of Incorporation
or these Bylaws. If a quorum shall not be present at any
meeting of Directors, the Directors present thereat may adjourn
the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 11. Action Without Meeting; Telephone Meetings.
Any action required or permitted to be taken at a meeting of the
Board of Directors or members of any committee designated by 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 or committee, as the case may
be. Such consent shall have the same force and effect as a
unanimous vote at a meeting. Subject to applicable notice
provisions and unless otherwise restricted by the Articles of
Incorporation, members of the Board of Directors, or members of
any committee designated by the Board of Directors, may
participate in and hold a meeting by means of conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and
participation in such meeting shall constitute presence in person
at such meeting, except where a person's participation is for the
express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or
convened.
Section 12. Chairman of the Board. The Board of
Directors may elect a Chairman of the Board to preside at their
meetings and to perform such other duties as the Board of
Directors may from time to time assign to him.
Section 13. Compensation. Directors, as such, shall not
receive any stated salary for their services, but by resolution
of the Board of Directors a fixed sum and expenses of attendance,
if any, may be allowed for attendance at each regular or special
meeting of the Board of Directors; provided that nothing herein
contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving
compensation therefor. Members of any committee designated by the
Board of Directors may, by resolution of the Board of Directors,
be allowed compensation for attending committee meetings.
Section 14. Executive Committee. The Board of Directors
may, by resolution adopted by a majority of the whole Board of
Directors, designate an Executive Committee, to consist of one
or more of the Directors of the Corporation. The Executive
Committee, to the extent provided in said 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. Any member of the Executive
Committee may be removed by the Board of Directors by the
affirmative vote of a majority of the Board of Directors,
whenever in its judgment the best interests of the Corporation
will be served thereby. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the
Board of Directors when required.
Section 15. Other Committees. The Board of Directors
may, by resolution adopted by a majority of the whole Board of
Directors, designate from among its members one or more
committees, other than an Executive Committee, to the extent
provided in such resolution.
ARTICLE IV.
NOTICES
Section 1. Method. Whenever by statute, the Articles of
Incorporation, or these Bylaws, notice is required to be given
to any Director or shareholder, and no provision is made as to
how such notice shall be given, it shall not be construed to mean
personal notice, but any such notice may be given in writing, by
mail, postage prepaid, addressed to such Director or shareholder
at such address as appears on the books of the Corporation or in
any other method permitted by law. Any notice required or
permitted to be given by mail shall be deemed to be given at the
time when the same shall be thus deposited in the United States
mail as aforesaid.
Section 2. Waiver. Whenever any notice is required to
be given to any shareholder or Director of the Corporation by
statute, the Articles of Incorporation, or these Bylaws, a waiver
thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.
Attendance of a shareholder or Director at a meeting shall
constitute a waiver of notice of such meeting, except where a
shareholder or Director attends for the express purpose of
objecting to the transaction of any business on the ground that
the meeting is not lawfully called or convened. Consent in
writing by a shareholder or Director to any action taken or
resolution adopted by the shareholders or Directors of the
Corporation shall constitute a waiver of any and all notices
required to be given in connection with such action or
resolution.
ARTICLE V.
OFFICERS
Section 1. Officers. The officers of the Corporation
shall be elected by the Directors and shall be a President and a
Secretary. The Board of Directors may also choose a Chairman of
the Board, one or more Vice Presidents, a Treasurer and one or
more Assistant Secretaries and Assistant Treasurers. Any two or
more offices may be held by the same person.
Section 2. Election. The Board of Directors at its
first meeting after each annual meeting of shareholders shall
choose a President and a Secretary, neither of whom need be a
member of the Board of Directors, a shareholder or a resident of
the State of Texas. The Board of Directors may appoint such
other officers and agents as it shall deem necessary, who shall
be appointed for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the Board of Directors.
Section 3. Compensation. The compensation of all
officers and agents of the Corporation shall be fixed by the
Board of Directors.
Section 4. Removal and Vacancies. Each officer of the
Corporation shall hold office until his successor is chosen and
qualified in his stead or until his death or until his
resignation or removal from office. Any officer or agent or
member of a committee elected or appointed by the Board of
Directors may be removed either for or without cause by a
majority of the Board of Directors present at a meeting of the
Board of Directors at which a quorum is represented, whenever in
the judgment of the Board of Directors the best interests of the
Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person
so removed. If the office of any officer becomes vacant for any
reason, the vacancy may be filled by the Board of Directors.
Section 5. President. The President shall be the chief
executive officer of the Corporation. The President shall
preside at all meetings of the shareholders and the Board of
Directors unless the Board of Directors shall choose to elect a
Chairman of the Board, in which event the President shall preside
at meetings of the Board of Directors in the absence of the
Chairman of the Board. The President shall have general and
active management of the business and affairs of the Corporation,
shall see that all orders and resolutions of the Board of
Directors are carried into effect, and shall perform such other
duties as the Board of Directors shall prescribe.
Section 6. Vice President. Each Vice President shall
have only such powers and perform only such duties as the Board
of Directors may from time to time prescribe or as the President
may from time to time delegate to such Vice President.
Section 7. Secretary. The Secretary shall attend all
sessions 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 for the Executive Committee when required.
The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or President, under whose
supervision the Secretary shall be. The Secretary shall keep in
safe custody the seal of the Corporation and, when authorized by
the Board of Directors, affix the same to any instrument
requiring it, and, when so affixed, it shall be attested by the
Secretary's signature or by the signature of the Treasurer or an
Assistant Secretary.
Section 8. Assistant Secretaries. Each Assistant
Secretary shall have only such powers and perform only such
duties as the Board of Directors may from time to time prescribe
or as the President may from time to time delegate.
Section 9. Treasurer. The Treasurer, if any, 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 monies and other valuable
effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The
Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for
such disbursements, and shall render to the President and
Directors, at the regular meetings of the Board of Directors, or
whenever they may require it, an account of all transactions as
Treasurer and of the financial condition of the Corporation, and
shall perform such other duties as the Board of Directors may
prescribe. If required by the Board of Directors, the Treasurer
shall give the Corporation a bond in such form in such sum, and
with surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of such
office and for the restoration to the Corporation, in case of the
Treasurer's death, resignation, retirement or removal from
office, of all books, papers, vouchers, money, and other property
of whatever kind in the Treasurer's possession or under the
Treasurer's control belonging to the Corporation.
Section 10. Assistant Treasurers. Each Assistant
Treasurer shall have only such powers and perform only such
duties as the Board of Directors may from time to time prescribe.
ARTICLE VI.
CERTIFICATES REPRESENTING SHARES
Section 1. Certificates. Certificates in such form as
may be determined by the Board of Directors shall be delivered
representing all shares to which shareholders are entitled. Such
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, and the par value of such shares
or a statement that such shares are without par value. They
shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary and may be sealed with the
seal of the Corporation or a facsimile thereof. The signature of
any such officer may be facsimile.
Section 2. Lost Certificates. The Board of Directors
may direct a new certificate representing shares to be issued in
place of any certificate theretofore issued by the Corporation
alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to
be lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may require the
owner of such lost or destroyed certificate, or the owner's legal
representative, to advertise the same in such manner as it shall
require and/or give the Corporation a bond in such form, in such
sum, and with such surety or sureties as it may direct as
indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been
lost or destroyed.
Section 3. Transfer of Shares. Shares of stock shall be
transferable only on the books of the Corporation by the holder
thereof in person or by the holder's duly authorized attorney.
Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation or
the transfer agent of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
Section 4. Registered Shareholders. Unless otherwise
provided in the Texas Business Corporation Act, and subject to
the provisions of Chapter 8 of the Texas Business & Commerce
Code: (a) the Corporation may regard the person in whose name any
shares issued by the Corporation are registered in the share
transfer records of the Corporation at any particular time
(including, without limitation, as of a record date fixed
pursuant to these Bylaws) as the owner of those shares at that
time for purposes of voting those shares, receiving distributions
thereon or notices in respect thereof, transferring those shares,
exercising rights of dissent with respect to those shares,
exercising or waiving any preemptive right with respect to those
shares, entering into agreements with respect to those shares in
accordance with Article 2.22 or 2.30 of the Texas Business
Corporation Act, or giving proxies with respect to those shares;
and (b) neither the Corporation nor any of its officers,
directors, employees, or agents shall be liable for regarding
that person as the owner of those shares at that time for those
purposes, regardless of whether that person does not possess a
certificate for those shares.
ARTICLE VII.
GENERAL PROVISIONS
Section 1. Distributions and Share Dividends.
Distributions and share dividends, subject to the provisions of
the Articles of Incorporation, if any, may be authorized by the
Board of Directors at any regular or special meeting.
Distributions may be paid in cash, in property, or in the
issuance of indebtedness, and may be in the form of a dividend on
the outstanding shares of the Corporation, a purchase or
redemption by the Corporation of any of its own shares, or a
payment in liquidation of all or a portion of the assets of the
Corporation. Share dividends shall be paid in authorized but
unissued shares of the Corporation or in treasury shares subject
to the provisions of the Texas Business Corporation Act and the
Articles of Incorporation. The Board of Directors may fix a
record date in the manner provided in Article II of these Bylaws
for the purpose of determining shareholders entitled to receive a
distribution (other than a distribution involving a purchase or
redemption by the Corporation of any of its own shares) or share
dividend.
Section 2. Reserves. There may be created by resolution
of the Board of Directors out of the surplus of the Corporation
such reserve or reserves as the Directors from time to time, in
their discretion, think proper to provide for contingencies, or
to equalize distributions, or to repair or maintain any property
of the Corporation, or for such other purposes as the Directors
shall think beneficial to the Corporation, and the Directors may
modify or abolish any such reserve in the manner in which it was
created.
Section 3. Checks. All checks or demands for money and
notes of the Corporation shall be signed by such officer or
officers or such other person or persons as the Board of
Directors may from time to time designate.
Section 4. Fiscal Year. The fiscal year of the
Corporation shall be fixed by resolution of the Board of
Directors.
Section 5. Seal. The corporate seal shall have
inscribed thereon the name of the Corporation. Said seal may be
used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
Section 6. Indemnification. The Corporation shall
indemnify every Director and officer of the Corporation against,
and reimburse and advance to every Director and officer for, all
liabilities, costs and expenses incurred in connection with such
directorship or office and any actions taken or omitted in such
capacity to the greatest extent permitted under the Texas
Business Corporation Act and other applicable laws at the time of
such indemnification, reimbursement or advance payment.
Section 7. Amendments. These Bylaws may be amended or
repealed or new Bylaws may be adopted by the shareholders of the
Corporation or by the Board of Directors.
Section 8. Table of Contents; Headings. The Table of
Contents and headings used in these Bylaws have been inserted for
convenience only and do not constitute matters to be construed in
interpretation.
