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UNITED STATES
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):
 
December 2, 2020
 
BENCHMARK ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
 
Texas
(State or other jurisdiction
of incorporation)
1-10560
(Commission
File Number)
74-2211011
(I.R.S. Employer
Identification No.)
 
56 South Rockford Drive
,
Tempe
,
Arizona
 
85281
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:
 
(
623
)
300-7000
 
Not Applicable
(Former name or former address,
 
if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation
 
of the
registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
 
Written communications pursuant to Rule
 
425 under the Securities Act (17 CFR 230.425)
 
☐
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
 
-12)
 
☐
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
 
CFR 240.14d-2(b))
 
☐
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
(17 CFR 240.13e-4(c))
 
 
Securities registered
 
pursuant to Section
 
12(b) of the Act:
 
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.10 per share
BHE
New York Stock Exchange
, Inc.
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2
 
of this chapter).
 
 
Emerging growth company
 
☐
 
 
 
If an emerging growth company,
 
indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)
 
of the
Exchange Act.
☐
 
 
 
1
Item 5.03.
 
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On December 2, 2020, the Board of Directors of Benchmark
 
Electronics, Inc. (the “Company”) adopted ministerial
amendments (the “Amendments”) to the Company’s
 
Amended and Restated Bylaws, effective immediately.
 
The
Amendments provide a more clear classification and delineation
 
of elected senior officers of the Company.
 
Article
4, Sections 1 and 8, and Article 5, Section 1 of the Amended &
 
Restated Bylaws have been revised to adopt three
classes of Vice Presidents:
 
(i) Executive Vice
 
Presidents, who are appointed by the Board of Directors and are
incumbent to serve in the President and Chief Executive
 
Officer’s (the “CEO”) absence, (ii) Senior Vice
 
Presidents,
who are appointed by the Board of Directors and serve as senior
 
executive officers of the Company on the CEO’s
direct staff, and (iii) Vice
 
Presidents, who are subordinate to the aforementioned categories of
 
senior officers
described above.
 
The foregoing summary of the Amendments is qualified
 
in its entirety by reference to the complete text of the new
Amended & Restated Bylaws, a copy which is attached
 
to this Current Report on Form 8-K as Exhibit 3.2.
 
I’Item 9.01
 
Financial Statements and Exhibits.
 
(d)
 
Exhibits.
 
Exhibit No.
 
Description of Exhibit
 
 
 
3.2
 
 
 
 
 
 
2
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.
 
 
BENCHMARK ELECTRONICS, INC.
 
Date: December 7, 2020
By: /s/ Stephen J. Beaver
 
Stephen J. Beaver, Esq.
 
Vice President General Counsel
 
 
 
 
 
Exhibit 3.2
 
 
 
 
 
AMENDED AND RESTATED
 
BYLAWS
 
of
 
 
BENCHMARK ELECTRONICS, INC.
 
 
 
 
 
A Texas
 
corporation
 
 
 
 
 
 
 
 
 
 
 
 
 
December 2, 2020
 
 
 
 
 
 
1
AMENDED AND RESTATED
 
BYLAWS
of
BENCHMARK ELECTRONICS, INC.
 
 
 
 
ARTICLE 1
 
 
Offices and Agent
 
 
 
The Corporation may
 
have such offices,
 
either within or
 
without the State
 
of Texas,
 
as the Board
of Directors
 
(the “
Board
”) may designate
 
or as the
 
business of
 
the Corporation
 
may require from
 
time to
time.
 
 
The registered office
 
of the Corporation
 
required by the
 
Texas Business
 
Organizations Code
 
(the
“
TBOC
”) to be
 
maintained in the
 
State of Texas
 
may, but
 
need not, be
 
the same as
 
the principal office
 
in
the State of
 
Texas, as
 
designated by the
 
Board.
 
The address of
 
the registered
 
office or
 
the identity of
 
the
registered agent may be changed from time to time
 
by the Board.
 
 
 
ARTICLE 2
 
Shareholders
 
 
Section 1.
 
Annual Meeting.
 
The annual meeting of
 
the shareholders shall be
 
held on such date
 
in
each year
 
and at
 
such time
 
and place
 
as may
 
be determined
 
by the
 
Board, for
 
the purpose
 
of electing
directors and for
 
the transaction of
 
such other business
 
as may come
 
before the meeting.
 
If the day
 
fixed
for the
 
annual meeting
 
is a
 
legal holiday
 
in the
 
State of
 
Texas, such
 
meeting shall
 
be held
 
on the
 
next
succeeding business
 
day.
 
If the
 
election of
 
directors is
 
not held
 
on the
 
day designated
 
for the
 
annual
meeting of the shareholders or at
 
any adjournment thereof, the Board
 
shall cause the election to be
 
held at a
special meeting of the shareholders as soon thereafter as may
 
be convenient.
 
 
Section 2.
 
Special Meetings.
 
Special meetings of the
 
shareholders may be
 
called by (a) the Chief
Executive Officer
 
or the
 
President, (b)
 
the Board,
 
(c) the
 
Chief Executive
 
Officer, the
 
President or
 
the
Secretary at
 
the request
 
in writing
 
of a
 
majority of
 
the Board,
 
or (d)
 
the Chief
 
Executive Officer,
 
the
President or the Secretary at
 
the request in writing
 
of the holders of at least
 
10% of all the shares
 
entitled to
vote at the
 
proposed special meeting.
 
Any such request
 
to call a
 
special meeting of
 
the shareholders shall
state the purpose or purposes of such meeting.
 
 
Section 3.
 
Place of Meeting
 
.
 
The Board
 
may designate
 
any place within
 
or without
 
the State of
Texas as
 
the place of meeting
 
for any annual
 
or special meeting
 
of shareholders called
 
by or at the
 
request
of the Board.
 
If no designation is made,
 
or if a special meeting
 
is called otherwise than by
 
or at the request
of the Board, the place of meeting shall be the principal
 
office of the Corporation in the State of Texas.
 
 
Section 4.
 
Notice of
 
Meeting.
 
Written or
 
printed notice
 
stating the
 
place, date
 
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
 
10 nor
 
more than
 
60 days
 
before the
 
date of
 
the meeting,
 
either personally
 
or by
mail, by
 
or at the
 
direction of
 
the Chief
 
Executive Officer,
 
President, Secretary,
 
or the
 
officer or
 
persons
calling the
 
meeting, to
 
each shareholder
 
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 or her
address as
 
it appears
 
on the
 
share transfer
 
records of
 
the Corporation,
 
with postage
 
thereon prepaid.
 
Attendance by
 
a shareholder,
 
whether in
 
person or by
 
proxy, at
 
a shareholder
 
’s meeting
 
shall constitute a
waiver of notice of such meeting of which such shareholder
 
has had no notice.
 
 
 
 
 
 
 
 
 
2
 
The notice
 
of any
 
meeting of
 
shareholders may
 
be accompanied
 
by a
 
form of
 
proxy and
 
other
proxy solicitation materials approved by the Board.
 
 
Section 5.
 
Fixing Record
 
Dates for
 
Matters Other
 
than Consents
 
to Action.
 
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
 
may provide that
 
the share transfer
 
records shall be
 
closed for a
 
stated period not
 
to exceed, in
 
any
case, 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 10 days
immediately preceding
 
such meeting.
 
In lieu
 
of closing
 
the share
 
transfer records,
 
the Board
 
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 60
 
days and, in the case
 
of a meeting of
 
shareholders, not less than
 
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
 
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 Section 5, 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.
 
 
Section 6.
 
Fixing Record Dates
 
for Consents to
 
Action.
 
Unless a record
 
date shall have
previously been
 
fixed or
 
determined pursuant
 
to Section
 
5 of
 
this Article
 
2, whenever
 
action by
shareholders is
 
proposed to
 
be taken
 
by consent
 
in writing
 
without a
 
meeting of
 
shareholders, the
 
Board
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 10
 
days after,
 
the date upon
 
which the resolution
fixing the record date is
 
adopted by the Board.
 
If no record date has
 
been fixed by the Board
 
and the prior
action of the
 
Board
 
is not required
 
by the TBOC,
 
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 by
 
delivery to
 
its
registered office, its principal
 
place of business, 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 by
certified or
 
registered mail,
 
return receipt
 
requested.
 
Delivery to
 
the Corporation
 
’s principal
 
place of
business shall be addressed to
 
the President or the Chief
 
Executive Officer of
 
the Corporation.
 
If no record
date shall have
 
been fixed by
 
the Board and
 
prior action of
 
the Board is
 
required by the
 
TBOC, 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 adopts a
 
resolution taking such prior action.
 
 
Section 7.
 
Voting
 
List.
 
The officer
 
or agent
 
having charge
 
of the
 
share transfer
 
records of
 
the
Corporation shall
 
make, at
 
least 10
 
days before
 
each meeting
 
of shareholders,
 
a complete
 
list of
 
the
shareholders entitled
 
to vote
 
at such
 
meeting or
 
any adjournment
 
thereof, arranged
 
in alphabetical
 
order,
with the address of
 
and the number of
 
shares held by each,
 
which list, for a
 
period of 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
 
also
shall be produced
 
and kept open at
 
the time and
 
place of the meeting
 
and shall be
 
subject to the inspection
of any
 
shareholder during
 
the whole
 
time of
 
the meeting.
 
The original
 
share transfer
 
records shall
 
be
prima-facie evidence as to the shareholders
 
entitled to examine such list or transfer records
 
or to vote at any
meeting of shareholders.
 
The failure to comply
 
with the requirem
 
ents of this Section
 
7 shall not
 
affect the
validity of any action taken at the meeting.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
 
Section 8.
 
Quorum of Shareholders.
 
A quorum shall be present at a meeting of shareholders
 
if the
holders of
 
a majority
 
of the
 
shares entitled
 
to vote
 
are represented
 
at the
 
meeting in
 
person or
 
by proxy.
 
Once a quorum
 
is present at a
 
meeting of shareholders,
 
the shareholders represented
 
in person or
 
by proxy
at the
 
meeting may
 
conduct such
 
business as
 
may be
 
properly brought
 
before the
 
meeting until
 
it is
adjourned, and
 
the subsequent
 
withdrawal from
 
the meeting
 
of any
 
shareholder or
 
the refusal
 
of any
shareholder represented
 
in person
 
or by
 
proxy to
 
vote shall
 
not affect
 
the presence
 
of a
 
quorum at
 
the
meeting.
 
The shareholders
 
represented in
 
person or
 
by proxy
 
at a
 
meeting of
 
shareholders at
 
which a
quorum is not
 
present may adjourn
 
the meeting until such
 
time and to such
 
place as may be
 
determined by
a vote of the holders of a majority of the shares represented
 
in person or by proxy at that meeting.
 
 
Section 9.
 
Proxies.
 
Any shareholder may vote either in
 
person or by proxy executed in writing
 
by
the shareholder.
 
A telegram, telex,
 
cablegram or other
 
form of electronic
 
transmission, including
telephonic transmission,
 
by the
 
shareholder, or
 
a photogra
 
phic, photostatic,
 
facsimile or
 
similar
reproduction of
 
a writing
 
executed by
 
the shareholder,
 
shall be
 
treated as
 
an execution
 
in writing
 
for
purposes of this
 
Section 9.
 
No proxy
 
shall be valid
 
after 11
 
months from
 
the date of
 
its execution unless
otherwise provided
 
in the proxy.
 
A proxy
 
shall be revocable
 
unless the
 
proxy form
 
conspicuously states
that the proxy is irrevocable and the proxy is coupled with
 
an interest.
 
 
Section 10.
 
Voting
 
Rights.
 
Except as
 
otherwise expressly
 
provided in
 
any resolution
 
or
resolutions adopted by
 
the Board establishing
 
any series of
 
Preferred Stock, the
 
exclusive voting power
 
of
the Corporation shall be
 
vested in the Common
 
Stock.
 
Except as otherwise expressly
 
provided in any such
resolution or resolutions, or
 
as otherwise provided by the
 
TBOC, each outstanding share
 
of Common Stock
shall be entitled to one vote on each matter submitted
 
to a vote at a meeting of shareholders.
 
 
Section 11.
 
Voting
 
Requirement.
 
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
 
TBOC, the
 
act of
 
the shareholders
 
shall be
 
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.
 
 
With respect to
 
the election of directors, a
 
director shall be elected only
 
if the director receives the
affirmative vote
 
of the
 
holders of a
 
majority of
 
the shares entitled
 
to vote
 
in the election
 
of directors
 
and
represented in
 
person or
 
by proxy
 
at a
 
meeting of
 
shareholders at
 
which a
 
quorum is
 
present;
provided,
however
, that if the Company receives
 
a notice submitted by a shareholder nominating
 
a person for election
to the Board at a meeting of shareholders in compliance
 
with the procedures set forth in Section 8 of Article
3 and Section 12
 
of Article 2 and
 
such nomination has not
 
been withdrawn by such
 
shareholder on or prior
to the tenth
 
day before the
 
Company first mails
 
its notice of
 
meeting for such
 
meeting to the
 
shareholders,
the persons receiving
 
a plurality of
 
the votes cast,
 
up to the
 
total number of
 
directors to be
 
elected at such
meeting, by the holders
 
of shares entitled to
 
vote in the election
 
of directors at a
 
meeting of shareholders at
which a quorum is present shall be elected.
 
 
With respect
 
to any matter
 
for which the
 
affirmative vote of
 
the holders of
 
a specified portion
 
of
the shares entitled
 
to vote is
 
required by the
 
TBOC, the act
 
of the shareholders
 
on that matter
 
shall be the
affirmative vote
 
of the
 
holders of
 
a majority
 
of the
 
shares entitled
 
to vote
 
on that
 
matter, rather
 
than the
affirmative vote otherwise required by the
 
TBOC.
 
 
Section 12.
 
Business at Meeting.
 
To be
 
properly brought before
 
any meeting of
 
shareholders for
consideration, business
 
must be
 
(a) specified
 
in the notice
 
of meeting
 
given pursuant
 
to Section 4
 
of this
Article 2,
 
(b) properly
 
brought before
 
the meeting
 
by or
 
at the
 
direction of
 
the Board,
 
or (c)
 
properly
brought before the meeting by a shareholder.
 
 
If a shareholder desires
 
to bring business before
 
a meeting for consideration,
 
the shareholder must
submit a
 
written notice
 
of the
 
proposed business
 
to the
 
Secretary as
 
provided herein.
 
In the
 
case of
 
the
annual meeting
 
of shareholders,
 
the shareholder
 
’s notice
 
must be
 
received at
 
the principal
 
office of
 
the
Corporation not
 
less than
 
60 days
 
in advance
 
of the
 
date of
 
the Corporatio
 
n’s notice
 
of annual
 
meeting
given in
 
connection with
 
the previous
 
year’s annual
 
meeting of
 
shareholders.
 
If no
 
such annual
 
meeting
 
 
 
 
 
 
4
was held in
 
the previous
 
year or the
 
date of the
 
current year’s
 
annual meeting
 
has been changed
 
by more
than thirty
 
days from the
 
date contemplated
 
in the previous
 
year’s notice
 
of annual meeting,
 
the
shareholder’s notice
 
must be received by the
 
Corporation a reasonable period
 
of time before the date
 
of the
Corporation’s notice
 
of annual meeting
 
for the current
 
year and any
 
accompanying solicitation
 
of proxies
are made.
 
In the case of a special
 
meeting of shareholders, the
 
shareholder’s notice must
 
be received at the
principal office
 
of the
 
Corporation a
 
reasonable period
 
of time
 
prior to
 
the date
 
of the
 
meeting to
 
allow
sufficient time
 
for the
 
dissemination of
 
information to
 
the shareholders
 
entitled to
 
vote at
 
such meeting;
provided, however,
 
that if at
 
least 30
 
days’
 
notice of
 
the meeting
 
has been
 
given to
 
the shareholders,
 
the
shareholder’s notice
 
must be
 
received by
 
the Corporation
 
no later
 
than 10
 
days prior
 
to the
 
date of
 
the
meeting.
 
 
A shareholder
 
’s notice
 
of proposed business
 
shall set forth
 
as to each
 
matter that the
 
shareholder
proposes to bring
 
before the meeting
 
of shareholders the
 
following information:
 
(a) a brief
 
description of
the business
 
proposed to
 
be brought
 
before the
 
meeting and
 
the reason
 
or reasons
 
for conducting
 
such
business at the meeting;
 
(b) the name and address
 
of the shareholder proposing
 
such business; (c) the class,
series (if applicable),
 
and number of shares
 
of the Corporation
 
that such shareholder
 
owns beneficially; (d)
any material interest of the shareholder
 
in the proposed business; and (e) if the business that
 
the shareholder
proposes to bring
 
before the meeting
 
of shareholders is
 
the election to
 
the Board
 
of a person or
 
persons to
be nominated by or on behalf of the shareholder,
 
the information set forth in Section 8 of Article 3.
 
 
After receipt of the shareholder’s
 
notice of proposed business but before the
 
commencement of the
meeting of
 
shareholders, the
 
Board, to
 
the extent
 
allowed by
 
law, may
 
consider the
 
subject matter of
 
the
proposed business
 
and the
 
reason or
 
reasons for
 
conducting such
 
business at
 
the meeting
 
to determine
whether such
 
business should
 
be considered.
 
Proposed business,
 
notice of
 
which is
 
submitted by
 
a
shareholder in accordance with the foregoing procedures,
 
shall be considered at the meeting of shareholders
unless the
 
Board determines
 
that the
 
proposed business
 
should not
 
be conducted
 
at the
 
meeting.
 
If the
business is not
 
to be considered
 
at the meeting,
 
the Board shall
 
notify the presiding
 
officer of
 
the meeting
of such determination, and such presiding officer
 
shall declare to the meeting that such proposed business is
not properly
 
before the
 
meeting and
 
will not
 
be considered.
 
In addition,
 
with respect
 
to any
 
business
proposed to
 
be considered,
 
the presiding officer
 
of the meeting
 
may determine
 
that such business
 
has not
been brought properly before the
 
meeting in accordance with the foregoing
 
procedures and, if such
determination is made, such proposed business will not be
 
considered at the meeting.
 
 
Section 13.
 
Actions Without
 
Meeting.
 
Any action
 
required by
 
the TBOC
 
to be
 
taken at
 
any
annual or
 
special meeting
 
of shareholders,
 
or any
 
action which
 
may be
 
taken at
 
any annual
 
or special
meeting of
 
shareholders, 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
all the shares entitled to vote with respect to the action
 
that is the subject of the consent.
 
 
Every written consent
 
shall bear the
 
date of signature
 
of each shareholder
 
who signs the
 
consent.
 
No written consent
 
shall be effective
 
to take the
 
action that is
 
the subject of
 
the consent unless,
 
within 60
days after the
 
date of the earliest
 
dated consent delivered
 
to the Corporation
 
in the manner required
 
by this
Section 13, 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, its principal place
 
of business, 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
 
by 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.
 
 
A telegram,
 
telex, cablegram
 
or other
 
form of
 
electronic 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 13.
 
 
 
 
 
 
 
 
 
5
 
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.
 
 
Section 14.
 
Telephonic Meetings
 
.
 
Subject to the
 
provisions required
 
or permitted
 
by the TBOC
for notice of
 
meetings, shareholders may
 
participate in and
 
hold a meeting
 
of such shareholders
 
by means
of conference
 
telephone or
 
similar communications
 
equipment whereby
 
all persons
 
participating in
 
the
meeting can hear and speak to each other.
 
ARTICLE 3
 
Board of Directors
 
 
Section 1.
 
Power.
 
The powers of the
 
Corporation shall be
 
exercised by or under
 
the authority of,
and the business
 
and affairs
 
of the Corporation
 
shall be managed
 
under the direction
 
of, the Board
 
of the
Corporation.
 
 
Section 2.
 
Number, Tenure
 
and Qualifications.
 
The Board shall consist of not
 
less than 5 or more
than 9
 
members.
 
The number
 
of directors
 
may be
 
increased above
 
9 or
 
decreased below
 
5 from
 
time to
time by
 
amendment to
 
these Bylaws,
 
but no
 
decrease shall
 
have the
 
effect of
 
shortening the
 
term of
 
any
incumbent director.
 
Subject to the
 
foregoing and to
 
any limitations specified
 
by law or
 
in the Articles
 
of
Incorporation, the
 
number of directors
 
may be increased
 
or decreased by
 
resolution adopted by
 
a majority
of the
 
Board.
 
Any directorship
 
to be
 
filled by
 
reason of
 
an increase
 
in the
 
number shall
 
be filled
 
by a
majority vote
 
of the Board
 
at a meeting
 
called for that
 
purpose, though
 
less than a
 
quorum, for
 
a term of
office continuing only until the next
 
election of one or more directors by the
 
shareholders; provided that the
remaining directors
 
may not
 
fill more
 
than 2
 
such directorships
 
during the
 
period between
 
any two
 
such
successive annual meetings of shareholders.
 
No decrease in number shall act to reduce the term of office
 
of
a duly
 
elected director
 
unless such
 
director resigns
 
or is
 
removed from
 
office in
 
accordance with
 
these
Amended and Restated
 
Bylaws.
 
Unless removed in
 
accordance with the
 
provisions of these Amended
 
and
Restated Bylaws, each director
 
shall hold office until
 
the next annual meeting of
 
shareholders, and until his
or her
 
successor shall
 
have been
 
elected and
 
qualified.
 
A director
 
need not
 
be a
 
resident of
 
the State
 
of
Texas or a shareholder
 
of the Corporation.
 
 
Section 3.
 
Regular Meetings.
 
A regular meeting
 
of the Board
 
shall be held
 
without notice other
than this
 
Section 3 immediately
 
after, and
 
at the same
 
place as, the
 
annual meeting
 
of shareholders.
 
The
Board may
 
provide, by
 
resolution, the time
 
and place,
 
either within or
 
without the State
 
of Texas,
 
for the
holding of additional regular meetings without notice
 
other than such resolution.
 
 
Section 4.
 
Special Meetings.
 
Special meetings of
 
the Board may
 
be called by or
 
at the request of
the Chairman of
 
the Board, the Chief
 
Executive Officer,
 
the President or any
 
two directors.
 
The person or
persons authorized
 
to call
 
special meetings
 
of the
 
Board may
 
fix any
 
place, either
 
within or
 
without the
State of Texas, as
 
the place for holding any special meeting called by such
 
person or persons.
 
 
Section 5.
 
Notice.
 
Notice of any special meeting of the Board shall be
 
given at least one day prior
thereto by written
 
notice delivered personally
 
or mailed to
 
each director at
 
his or her
 
business address, or
 
,
on consent of a
 
director, by electronic
 
transmission.
 
If mailed, such notice
 
shall be deemed to be
 
delivered
three days after deposited
 
in the United States mail
 
so addressed, with postage
 
thereon prepaid.
 
If notice is
given by telegram, telex, telecopy or
 
similar means of visual data transmission, such notice
 
shall be deemed
to be
 
delivered when
 
transmitted for
 
delivery to
 
the recipient.
 
Any director
 
may waive
 
notice of
 
any
meeting.
 
The attendance
 
of a
 
director at
 
a meeting
 
shall constitute
 
a waiver
 
of notice
 
of such
 
meeting,
except where
 
a director
 
attends a
 
meeting for
 
the express
 
purpose of
 
objecting to
 
the transaction
 
of any
business on the
 
grounds that
 
such meeting
 
is not lawfully
 
called or convened.
 
Neither the business
 
to be
transacted at, nor the purpose of,
 
any regular or special meeting of the Board
 
need be specified in the notice
or waiver of notice of such meeting.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6
 
Section 6.
 
Quorum.
 
A majority
 
of the
 
number of
 
directors fixed
 
pursuant to
 
Section 2 of
 
this
Article 3 shall constitute
 
a quorum for
 
the transaction of business
 
at any meeting
 
of the Board.
 
If less than
a majority
 
of such
 
number of
 
directors is
 
present at
 
a meeting,
 
a majority
 
of the
 
directors present
 
may
adjourn such meeting from time to time without further notice.
 
 
Section 7.
 
Manner of Acting.
 
 
(a) Actions at Meeting
 
.
 
Except as provided
 
in Paragraph (b)
 
of this Section
 
7, the
act of the majority
 
of the directors present
 
at a meeting at
 
which a quorum
 
is present shall be
 
the act of the
Board.
 
 
(b) Actions
 
Without Meeting.
 
Any action
 
required or
 
permitted to
 
be taken
 
at a
meeting of
 
the Board
 
or any
 
committee thereof
 
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
 
or committee, as
 
the case may
be.
 
Such consent shall have the same force
 
and effect as a unanimous vote at
 
a meeting.
 
A telegram, telex,
cablegram or
 
other form of
 
electronic transmission
 
by a director,
 
or a photographic,
 
photostatic, facsimile
or similar
 
reproduction of
 
a writing
 
signed by
 
a director,
 
shall be
 
regarded as
 
signed by
 
the director
 
for
purposes of this Paragraph (b).
 
 
(c) Telephon
 
ic Meetings
 
.
 
Subject to
 
the provisions
 
required or
 
permitted by
 
the
TBOC for
 
notice of
 
meetings, members
 
of the
 
Board or
 
any committee
 
designated by
 
the Board
 
may
participate in
 
and hold
 
a meeting
 
of the
 
Board or
 
such committee
 
by means
 
of conference
 
telephone or
similar communications equipment by means
 
of which all persons participating in
 
the meeting can hear and
speak to each other.
 
 
Section 8.
 
Nominations for
 
Election.
 
Nominations of
 
persons for
 
election to
 
the Board
 
at the
annual meeting
 
of shareholders
 
or any
 
special meeting
 
of shareholders
 
called for
 
the specific
 
purpose of
electing directors may
 
be made at any
 
such meeting (a) by
 
or at the direction
 
of the Board, any
 
nominating
committee thereof, or
 
any person appointed
 
by the Board or
 
such committee to
 
make such nominations,
 
or
(b) by
 
any shareholder
 
entitled to vote
 
for the election
 
of directors
 
who complies
 
with the procedures
 
set
forth in this Section 8 as well as Section 12 of Article 2.
 
 
The shareholder’s
 
notice with respect
 
to the nomination
 
of persons for
 
election to the
 
Board shall
set forth,
 
as to
 
each person
 
whom the
 
shareholder proposes
 
to nominate,
 
(a) the
 
nominee’s name,
 
age,
business and residence
 
address; (b) the
 
principal occupation
 
or employment of
 
the nominee; (c)
 
the class,
series (if applicable),
 
and number of shares
 
of the Corporation
 
that the nominee
 
owns beneficially; and
 
(d)
any other information
 
relating to the
 
nominee that is
 
required to be
 
disclosed in solicitations
 
of proxies for
the election of directors pursuant to
 
Regulation 14A or any successor rule
 
or regulation under the Securities
Exchange Act of 1934, as amended,
 
including, without limitation, the nominee
 
’s consent to being
 
named in
the proxy statement
 
as a nominee and
 
to serving as a
 
director if elected.
 
The Corporation may
 
require any
proposed nominee
 
to furnish such
 
other information
 
as may reasonably
 
be required by
 
the Corporation to
determine the eligibility of such proposed nominee
 
to serve as a director of the Corporation.
 
 
No person
 
shall be
 
eligible for
 
nomination as
 
a director
 
of the
 
Corporation at
 
any meeting
 
of
shareholders unless
 
such person
 
is nominated
 
in accordance
 
with the
 
procedures set
 
forth herein.
 
The
presiding officer
 
of the
 
meeting may
 
determine that
 
a proposed
 
nomination was
 
not made
 
in accordance
with such procedures
 
and, if such determination
 
is made, such proposed
 
nomination will not be
 
considered
at the meeting.
 
 
Section 9.
 
Removal.
 
At any meeting of
 
shareholders called expressly for
 
the purpose of removal,
any director
 
or the
 
entire Board
 
may be
 
removed, with
 
or without
 
cause, by
 
a vote
 
of the
 
holders of
 
a
majority of
 
the shares then
 
entitled to vote
 
at an election
 
of directors.
 
In the event
 
that any director
 
is so
removed, a
 
new director
 
may be
 
elected at
 
the same
 
meeting for
 
the unexpired
 
term of
 
the director
 
so
removed.
 
The failure
 
to elect
 
a director
 
to fill
 
the unexpired
 
term of
 
any director
 
so removed
 
shall be
deemed to create a vacancy in the Board.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7
 
Section 10.
 
Vacancies.
 
A vacancy in the Board
 
shall be deemed to exist by
 
reason of the death or
resignation of a director,
 
upon the failure of shareholders to elect
 
a director to fill the unexpired term
 
of any
director removed in
 
accordance with the
 
provisions of Section
 
9 of this
 
Article 3, or
 
upon the existence
 
of
an unfilled
 
directorship position
 
pursuant to
 
resolution of
 
the Board
 
in accordance
 
with Section
 
2 of
 
this
Article 3.
 
Any vacancy occurring in the Board
 
may be filled (a) by election at
 
an annual or special meeting
of shareholders
 
called for
 
that purpose,
 
or (b) by
 
a majority of
 
the remaining
 
directors though
 
less than a
quorum of the
 
Board.
 
A director elected
 
to fill a
 
vacancy shall be
 
elected for the
 
unexpired term of
 
his or
her predecessor in office.
 
 
Section 11.
 
Committees of Board of Directors.
 
The Board, by resolution adopted by a majority
 
of
the full
 
Board, may
 
designate from
 
among its
 
members one
 
or more
 
committees, each
 
of which
 
shall be
comprised of
 
one or
 
more of
 
its members,
 
and may
 
designate one
 
or more
 
of its
 
members as
 
alternative
members of
 
any committee,
 
who may,
 
subject to any
 
limitations imposed by
 
the Board, replace
 
absent or
disqualified members
 
at any
 
meeting of
 
that committee.
 
Any such
 
committee, to
 
the extent
 
provided in
such resolution, shall
 
have and may
 
exercise all of
 
the authority of the
 
Board, subject to the
 
limitations set
forth in
 
the TBOC.
 
The designation
 
of a committee
 
of the Board
 
and the delegation
 
thereto of
 
authority
shall not operate to relieve the Board,
 
or any member thereof, of any responsibility imposed by law.
 
 
Section 12.
 
Compensation.
 
By resolution of
 
the Board, the directors
 
may be paid
 
their expenses,
if any,
 
of attendance
 
at each
 
meeting of
 
the Board
 
or any
 
committee, and
 
may be
 
paid a
 
fixed sum
 
for
attendance at
 
each meeting
 
of the
 
Board or
 
any committee
 
or a
 
stated salary
 
as directors
 
or committee
members.
 
No such payment shall preclude
 
any director from serving
 
the Corporation in any other
 
capacity
and receiving compensation therefor.
 
 
Section 13.
 
Presumption of Assent.
 
A director of the
 
Corporation who is present
 
at a meeting of
the Board
 
or any
 
committee at
 
which action
 
on any
 
corporate matter
 
is taken
 
shall be
 
presumed to
 
have
assented to the action taken unless his or
 
her dissent shall be entered in the minutes
 
of the meeting or unless
the director
 
shall file
 
the 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 Corporation immediately
 
after the adjournment
 
of the meeting.
 
Such right to dissent
 
shall not apply
 
to
a director who voted in favor of such action.
 
ARTICLE 4
 
Offices
 
 
Section 1.
 
Officers.
 
The officers of
 
the Corporation
 
shall consist of
 
a Chairman of
 
the Board, a
Chief Executive Officer,
 
a President, one or more
 
Vice Presidents
 
(the number and specific
 
titles thereof to
be determined as provided in Section 8, below
 
), a Secretary, a Chief Financial
 
Officer and a Treasurer,
 
each
of whom shall be
 
elected by the Board.
 
Such other officers, including
 
assistant officers, and agents
 
as may
be deemed necessary
 
may be elected or
 
appointed by the
 
Board.
 
Any two or more
 
offices may be
 
held by
the same person.
 
 
Section 2.
 
Election and Term
 
of Office.
 
The officers of
 
the Corporation shall be
 
elected annually
by the Board at
 
the regular meeting of
 
the Board held after
 
each annual meeting of
 
the shareholders.
 
If the
election of
 
officers is
 
not held
 
at such
 
meeting, such
 
election shall
 
be held
 
as soon
 
thereafter as
 
may be
convenient.
 
Each officer
 
shall hold
 
office until
 
his or
 
her successor
 
shall have
 
been duly
 
elected and
qualified, or
 
until his
 
or her
 
earlier death,
 
resignation or
 
removal in
 
accordance with
 
the provisions
 
of
Section 3 of this Article 4.
 
 
Section 3.
 
Removal.
 
Any officer or agent may
 
be removed by the Board whenever
 
in its
judgment the
 
best interests
 
of the
 
Corporation will
 
be served
 
thereby, but
 
such removal
 
shall be
 
without
prejudice to the contract rights, if any,
 
of the person so removed.
 
 
 
 
 
 
 
 
 
 
8
 
Section 4.
 
Vacancies.
 
A vacancy
 
in any
 
office occurring
 
for any
 
reason may
 
be filled
 
by the
Board.
 
An officer elected to
 
fill a vacancy shall be
 
elected for the unexpired
 
term of his or her
 
predecessor
in office.
 
 
Section 5.
 
Powers and Duties
 
of the Chairman
 
of the Board.
 
The Chairman of
 
the Board, if
 
any,
shall preside
 
at all
 
meetings of
 
shareholders and
 
of the
 
Board,
 
and shall
 
have such
 
other authority
 
and
perform such
 
other duties
 
as are prescribed
 
by law,
 
the Articles of
 
Incorporation, these
 
Bylaws or by
 
the
Board.
 
 
Section 6. Powers and Duties of
 
the Chief Executive Officer.
 
The Chief Executive Officer
 
shall be
the chief executive of the Corporation.
 
Subject to the control of the Board and
 
the Executive Committee (if
any), the
 
Chief Executive
 
Officer shall
 
have general
 
executive charge,
 
management and
 
control of
 
the
properties, business and
 
operations of the
 
Corporation with all
 
such powers as
 
may be reasonably
 
incident
to such
 
responsibilities; may
 
agree upon
 
and execute
 
all leases,
 
contracts, evidences
 
of indebtedness
 
and
other obligations in
 
the name of the
 
Corporation; may sign
 
all certificates for
 
shares of capital
 
stock of the
Corporation;
 
and shall have
 
such other powers
 
and duties as
 
designated in accordance
 
with these Bylaws
and as from
 
time to time
 
may be assigned
 
to the Chief
 
Executive Officer
 
by the Board.
 
In the absence
 
of
the Chairman
 
of the
 
Board (or
 
if there
 
is no
 
Chairman of
 
the Board),
 
the Chief
 
Executive Off
 
icer shall
preside at all meetings
 
of the shareholders
 
and, if the Chief
 
Executive Officer shall
 
also be a director,
 
at all
meetings of the Board.
 
 
Section 7. Powers
 
and Duties of
 
the President.
 
The President shall
 
report to the
 
Chief Executive
Officer and
 
shall serve
 
as the
 
chief operating
 
officer of
 
the Corporation.
 
Subject to
 
the control
 
of the
Board, the Executive
 
Committee (if any)
 
and the Chief
 
Executive Officer,
 
the President shall
 
have general
executive charge,
 
management and
 
control of
 
the properties,
 
business and
 
operations of
 
the Corporation
with all such powers as may be reasonably
 
incident to such responsibilities; may agree upon
 
and execute all
leases, contracts, evidences of
 
indebtedness and other obligations
 
in the name of
 
the Corporation; may sign
all certificates for
 
shares of capital
 
stock of the
 
Corporation;
 
and shall have
 
such other powers
 
and duties
as designated in
 
accordance with these
 
Bylaws and as
 
from time to
 
time may be
 
assigned to the
 
President
by the Chief Executive Officer
 
or by the Board.
 
In the absence of the Chairman
 
of the Board and the Chief
Executive Officer, the
 
President shall preside at all meetings of the shareholders.
 
 
 
Section 8.
 
Vice Presidents
 
.
 
The Board of
 
Directors may designate
 
one or more
 
classes, ranks or
other designations
 
of Vice
 
Presidents, including
 
without limitation Executive
 
Vice President
 
,
 
Senior Vice
President and Vice President
 
.
 
 
(a)
 
Executive Vice
 
President.
 
The Board
 
may designate
 
one or
 
more Executive
Vice Presidents, each of
 
whom shall be elected by the Board.
 
In the absence of the Chief Executive Officer
and President, or in the event of their deaths
 
or inability or refusal to act, the Executive Vice
 
President (or if
there is more
 
than one Executive
 
Vice President,
 
the Executive Vice
 
Presidents in the
 
order designated by
the Board,
 
or in the absence
 
of any such designation,
 
in the order of
 
their election) shall perform
 
the duties
of the
 
Chief Executive
 
Officer, and
 
when so
 
acting, shall have
 
all the powers
 
of and be
 
subject to
 
all the
restrictions upon
 
the Chief
 
Executive Officer.
 
Each Executive
 
Vice President
 
shall perform
 
such other
duties as the Chief Executive Officer,
 
President or the Board may assign to him or her from time to
 
time.
 
 
(b)
 
Senior Vice
 
President.
 
The Board
 
of Directors
 
may designate
 
one or
 
more
Senior Vice
 
Presidents, each
 
of whom
 
shall be
 
elected by
 
the Board
 
.
 
Senior Vice
 
Presidents shall
 
be
members of
 
the senior leadership
 
team and/or
 
reporting to
 
the Chief Executive
 
Officer. Each
 
Senior Vice
President shall perform such
 
other duties as the Chief Executive
 
Officer, President
 
or the Board may assign
to him or her from time to time.
 
(c)
 
Vice President
 
.
 
The Board or
 
the Chief Executive
 
Officer may
 
appoint one or
more subordinate Vice
 
Presidents
 
as the business of
 
the Corporation may
 
require, each of whom
 
shall hold
office for
 
such period,
 
have such
 
authority,
 
and perform
 
such duties
 
as the
 
Chief Executive
 
Officer,
President or the Board may assign to him or her from time
 
to time.
 
 
 
 
 
 
 
 
 
9
 
Section 9.
 
Secretary.
 
The Secretary shall (a) keep the
 
minutes of the meetings of the
 
shareholders
and of the
 
Board in one
 
or more books
 
provided for that
 
purpose; (b) see
 
that all notices
 
are duly given
 
in
accordance with
 
the provisions
 
of these
 
Bylaws or
 
as required
 
by law;
 
(c) have
 
custody of,
 
and be
responsible for, the
 
corporate records and the
 
seal of the Corporation, and
 
see that the seal of
 
the
Corporation is affixed
 
to all documents
 
as may be
 
necessary or appropriate;
 
(d) keep a
 
register of the
 
post
office address of
 
each shareholder furnished
 
to the Secretary
 
by such shareholder;
 
(e) have general
 
charge
of the share
 
transfer records of
 
the Corporation; and
 
(f) in general,
 
perform all duties
 
incident to the
 
office
of the
 
Secretary and
 
such other
 
duties the
 
President or
 
the Board
 
may assign
 
to him
 
or her
 
from time
 
to
time.
 
 
Section 10.
 
Chief Financial
 
Officer.
 
The Chief
 
Financial Officer
 
shall report
 
to the
 
President.
 
The Chief
 
Financial Officer
 
shall keep
 
and maintain,
 
or cause
 
to be
 
kept and
 
maintained, adequate
 
and
correct books
 
and records
 
of account
 
in written
 
form or
 
any other
 
form capable
 
of being
 
converted into
written form.
 
The Chief
 
Financial Officer
 
shall deposit,
 
or cause
 
to be
 
deposited, all
 
monies and
 
other
valuables in the
 
name and to
 
the credit of
 
the Corporation with
 
such depositories as
 
may be designated
 
by
the Board.
 
The Chief Financial Officer shall disburse all funds
 
of the Corporation as may be ordered by
 
the
Board, shall render
 
to the Chief
 
Executive Officer,
 
the President and
 
the members of
 
the Board, whenever
they request it, an account
 
of the financial condition of
 
the Corporation, shall perform
 
other duties
commonly incident
 
to such office
 
and shall have
 
such other powers
 
and perform such
 
other duties as
 
may
be prescribed
 
by the
 
Board, the
 
Chief Executive
 
Officer or
 
the President
 
.
 
Unless the
 
Board determines
otherwise,
 
the Chief
 
Financial Officer
 
shall have
 
such authority
 
to agree
 
upon and
 
execute all
 
leases,
contracts, evidences
 
of indebtedness
 
and other
 
obligations in
 
the name
 
of the
 
Corporation and
 
shall have
such other powers
 
and duties as designated
 
in accordance with these
 
Bylaws and as from
 
time to time may
be assigned by the President,
 
Chief Executive Officer
 
and/or by the Board.
 
The Chief Executive Officer
 
or
President may
 
direct the Treasurer
 
to assume and
 
perform the duties
 
of the Chief
 
Financial Officer
 
in the
absence or disability of the
 
Chief Financial Officer,
 
and the Treasurer
 
shall perform other duties commonly
incident to such
 
office and
 
shall also perform
 
such other duties
 
and have such
 
other powers as
 
the Board,
the Chief Executive Officer,
 
the President or the Chief Financial Officer shall designate
 
from time to time.
 
 
 
Section 11
 
.
 
Treasurer.
 
The Treasurer
 
shall report
 
to the
 
Chief Financial
 
Officer.
 
Subject to
control of the
 
Chief Financial Officer,
 
the Treasurer shall
 
(a) have charge
 
and custody of,
 
and be
responsible for,
 
all funds
 
and securities
 
of the
 
Corporation from
 
any source
 
whatsoever, and
 
deposit all
such funds in
 
the name of
 
the Corporation in
 
such banks, trust
 
companies or other
 
depositories as shall
 
be
selected by the Board; and
 
(b) in general, perform all
 
duties incident to the office
 
of the Treasurer and
 
such
other duties as
 
the Chief Executive
 
Officer,
 
the President or the
 
Board may assign
 
to him or
 
her from time
to time.
 
If required
 
by the Board,
 
the Treasurer
 
shall give
 
a bond
 
for the faith
 
ful discharge
 
of his or
 
her
duties in such sum, and with such surety or sureties, as the Board
 
shall determine.
 
 
 
Section 12.
 
Assistant Secretaries and Assistant Treasurers.
 
The Assistant Secretaries, when
authorized by the Board,
 
may sign with the
 
President or an Executive
 
Vice President
 
certificates for shares
of the Corporation, the issuance of
 
which shall have been authorized by
 
the Board.
 
The Assistant
Treasurers, if required
 
by the Board, shall give bonds
 
for the faithful discharge of
 
their duties in such sums,
and with such
 
sureties, as the
 
Board shall determine.
 
The Assistant Secretaries
 
and the Assistant
Treasurers, in general,
 
shall perform such duties as the
 
Secretary or the Treasurer,
 
respectively, the
President or the Board may assign to them from time
 
to time.
 
 
Section 13.
 
Delegation of
 
Authority.
 
The Chief
 
Executive Officer
 
,
 
President, and/or
 
the Chief
Financial Officer may
 
delegate some or all
 
of the powers or
 
duties of such officer
 
in accordance with these
Bylaws to any
 
other officer or
 
to any director,
 
employee, shareholder or
 
agent for whatever
 
period of time
seems desirable.
 
 
Section 14.
 
Salaries.
 
The salaries, if any,
 
of the officers
 
shall be fixed
 
by the Board from
 
time to
time, and no officer shall be prevented
 
from receiving such salary by reason of
 
the fact that he or she is also
a director of the Corporation.
 
 
 
 
 
 
 
 
 
 
 
 
 
10
ARTICLE 5
 
Certificates Representing Shares, Transfer
 
and Replacement
 
 
 
Section 1.
 
Certificates Representing
 
Shares.
 
Certificates represent
 
ing shares
 
of the
 
Corporation
shall be
 
in such
 
form as
 
shall be determined
 
by the
 
Board.
 
The certificates
 
shall be
 
signed by
 
the Chief
Executive Officer,
 
or the
 
President, or
 
an Executive
 
Vice President
 
and by
 
the Secretary
 
or an
 
Assistant
Secretary, and
 
the signatures of
 
such officers on
 
such certificates may
 
be facsimiles.
 
The certificates may
be sealed
 
with the
 
seal of
 
the Corporation
 
or a
 
facsimile thereof.
 
In case
 
any officer
 
who has
 
signed or
whose facsimile signature
 
has been placed
 
upon any certificate
 
shall have ceased
 
to be such
 
officer before
such certificate is issued, it may
 
be issued by the Corporation with
 
the same effect as if
 
he or she were such
officer at the
 
date of its
 
issuance.
 
All certificates for
 
shares shall be
 
consecutively numbered
 
or otherwise
identified.
 
The name and address of the person to
 
whom the shares represented thereby are issued,
 
together
with the number
 
of shares and date
 
of issue, shall
 
be entered in
 
the share transfer records
 
of the
Corporation.
 
All certificates
 
surrendered to
 
the Corporation
 
for transfer
 
shall be
 
cancelled, and
 
no new
certificate shall be
 
issued until the
 
former certificate for
 
a like number
 
of shares shall
 
have been
surrendered and
 
cancelled, except
 
that in
 
case of
 
a lost,
 
stolen or
 
destroyed certificate,
 
a new
 
certificate
may be issued therefor as provided in Section 3 of
 
this Article 5.
 
 
Section 2.
 
Transfer of
 
Shares.
 
A transfer of
 
shares of the
 
Corporation shall
 
be made only
 
in the
share transfer
 
records of the
 
Corporation by
 
the holder of
 
record thereof,
 
or by his
 
or her
 
legal
representative who shall furnish
 
proper evidence of authority
 
to transfer, or by
 
his or her attorney thereunto
authorized by
 
power of
 
attorney, duly
 
executed and
 
filed with
 
the Secretary
 
of the
 
Corporation, and
 
on
surrender for
 
cancellation of
 
the certificate
 
for such
 
shares.
 
The Corporation
 
shall 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
Section 5 or
 
6 of
 
Article 2) as
 
the owner
 
of those
 
shares at
 
that time
 
for the
 
purposes specified
 
by the
TBOC.
 
 
Section 3.
 
Lost, Stolen or Destroyed Certificates.
 
The Corporation shall issue a
 
new certificate in
place of
 
any certificate
 
representing shares
 
previously issued
 
if the
 
registered owner
 
of the
 
certificate (a)
makes proof in affidavit
 
form that it has been
 
lost, destroyed or wrongfully
 
taken; (b) 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; (c) gives
 
a bond in such form, and with
 
such
surety or sureties, with fixed or open
 
penalty, as the Corporation
 
may direct, or indemnifies the Corporation
(and its transfer
 
agent and registrar,
 
if any) against
 
any claim that
 
may be made
 
on account of
 
the alleged
loss, destruction
 
or theft of
 
the certificate; and
 
(d) satisfies any
 
other reasonable requirements
 
imposed by
the Corporation.
 
If a certificate has been
 
lost, apparently destroyed
 
or wrongfully taken, and
 
the registered
holder of the
 
shares represented thereby
 
fails to notify
 
the Corporation within
 
a reasonable time after
 
he or
she has
 
notice of
 
it, and
 
the Corporation
 
registers a
 
transfer of
 
such shares
 
before receiving
 
such notifi-
cation, the
 
registered holder
 
shall be
 
precluded from
 
making any
 
claim against
 
the Corporation
 
for the
transfer or for a new certificate.
 
 
ARTICLE 6
 
Fiscal Year
 
 
 
Unless otherwise determined by the Board, the fiscal year
 
of the Corporation shall conclude on
December 31.
 
 
 
 
 
 
 
 
11
ARTICLE 7
 
Distributions
 
 
 
The Board may
 
authorize, and the
 
Corporation may make,
 
distributions subject to
 
any restrictions
in its Articles of Incorporation and to the limitations set forth
 
in the TBOC.
 
ARTICLE 8
 
 
Indemnification
 
 
 
Section 1.
 
Indemnification.
 
The Corporation shall
 
indemnify persons who
 
are or were
 
a director
or officer
 
of the
 
Corporation against
 
any and
 
all liability,
 
judgments, penalties,
 
fines, settlements
 
and
reasonable expenses
 
that may
 
be incurred
 
by them
 
in connection
 
with or
 
resulting from
 
any threatened,
pending or
 
completed action,
 
suit or
 
proceeding, whether
 
civil, criminal,
 
administrative, arbitrative
 
or
investigative in nature, an
 
appeal of any such action,
 
suit or proceeding, or any
 
inquiry or investigation that
could lead to
 
any such action,
 
suit or proceeding
 
(each, a “
Proceeding
”), in each
 
case, to the
 
fullest extent
permitted under the TBOC,
 
as currently in effect
 
or as may hereafter
 
be amended or succeeded
 
but, in such
case, only to
 
the extent that
 
such amendment or
 
successor law permits
 
the Corporation to
 
provide broader
indemnification rights.
 
The right
 
to indemnification
 
conferred in
 
the preceding
 
sentence shall
 
include the
right to be paid or reimbursed
 
by the Corporation for the
 
reasonable expenses incurred by the indemnitee
 
in
connection with
 
any Proceedi
 
ng in
 
advance of
 
the final
 
disposition of
 
the Proceeding
 
subject to
 
the
requirements of the
 
TBOC. The Corporation
 
may also indemnify
 
and advance expenses
 
to an employee
 
or
agent of
 
the Corporation
 
to the
 
same extent
 
and subject
 
to the
 
same conditions
 
under which
 
it may
indemnify and advance expenses to directors and officers.
 
 
Section 2.
 
Non-Exclusivity.
 
The provisions of Section
 
1 of this Article
 
8 shall (a) not
 
be deemed
exclusive of any
 
other rights to
 
which any director
 
or officer of
 
the Corporation may
 
be entitled under any
agreement, pursuant to a vote
 
of the Board, any committee thereof or
 
the shareholders, as a matter of law or
otherwise, either as to
 
action in his or her
 
official capacity or as
 
to action in another
 
capacity while holding
such off
 
ice, (b) continue
 
as to a
 
person who has
 
ceased to be
 
a director,
 
and (c) inure
 
to the benefit
 
of the
heirs, executors and administrators of such person.
 
 
Section 3.
 
Limitation.
 
No person shall be
 
entitled to indemnification
 
pursuant to this Article
 
8 in
relation to any matter as to which indemnification shall not
 
be permitted by law.
 
 
Section 4.
 
Defined Terms.
 
Terms used herein
 
that are defined in the Indemnification
 
Article shall
have the respective meanings set forth therein.
 
ARTICLE 9
 
Seal
 
 
 
The Board
 
may provide
 
for a
 
corporate seal,
 
which shall
 
be circular
 
in form
 
and shall
 
have
inscribed thereon the name of the Corporation, the state of
 
incorporation, and the five-pointed Texas
 
star.
 
ARTICLE 10
 
Waiver of Notice
 
 
 
Whenever any
 
notice is
 
required to
 
be given
 
to any
 
shareholder or
 
director of
 
the Corporation
under the
 
provisions of
 
the Articles
 
of Incorporation,
 
these Bylaws
 
or the
 
TBOC, a
 
waiver thereof
 
in
writing signed
 
by the
 
person or
 
persons entitled
 
to such
 
notice, whether
 
before or
 
after the
 
time stated
therein, shall be deemed equivalent to the giving of such
 
notice.
 
 
12
ARTICLE 11
 
Procedure
 
 
 
Meetings of the
 
shareholders and of
 
the Board shall
 
be conducted in
 
accordance with the
procedures established by the presiding officer
 
of the meeting.
 
ARTICLE 12
 
Participation of Directors and
Officers in Related Businesses
 
 
 
Unless otherwise provided
 
by contract, directors
 
and officers of
 
the Corporation may
 
hold
positions as directors
 
and officers
 
of other
 
corporations in related
 
businesses, and
 
their efforts
 
to advance
the interests
 
of those
 
corporations will
 
not create
 
a breach
 
of fiduciary
 
duty to
 
this Corporation
 
in the
absence of bad faith.
 
 
ARTICLE 13
 
 
Amendment
 
 
 
These Bylaws may be amended or repealed, as to
 
all or some portion thereof, and new bylaws may
be adopted, by (a) the Board or (b) the shareholders.