{"id":41524,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-group-maintenance-america-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-group-maintenance-america-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-group-maintenance-america-corp.html","title":{"rendered":"Bylaws &#8211; Group Maintenance America Corp."},"content":{"rendered":"<pre>                                     BYLAWS\n\n                                       OF\n\n                        GROUP MAINTENANCE AMERICA CORP.\n\n\n\n\n\n\n\n\n\n\n\n\n                          As amended November 19, 1998\n\n\n\n\n\n\n\n\n\n                               TABLE OF CONTENTS\n                                                                       \nARTICLE 1.         Offices....................................................1\n\n     Section 1.1   Principal Office...........................................1\n     Section 1.2   Registered Office..........................................1\n     Section 1.3   Other Offices..............................................1\n\nARTICLE 2.         Shareholders Meetings......................................1\n\n     Section 2.1   Annual Meeting.............................................1\n     Section 2.2   Special Meetings...........................................1\n     Section 2.3   Notices of Meetings and Adjourned Meetings.................2\n     Section 2.4   Notice of Shareholder Business and Nominations.............2\n     Section 2.5   Voting Lists...............................................5\n     Section 2.6   Quorum.....................................................5\n     Section 2.7   Chairman of Shareholder Meetings...........................5\n     Section 2.8   Voting.....................................................5\n     Section 2.9   Voting of Shares by Certain Holders........................6\n     Section 2.10  Closing of Transfer Records or Fixing of Record Date.......6\n     Section 2.11  Action by Written Consent..................................8\n     Section 2.12  Authorization of Proxies...................................8\n     Section 2.13  Inspectors and Voting Procedures...........................8\n\nARTICLE 3.         Directors..................................................9\n\n     Section 3.1   Management.................................................9\n     Section 3.2   Number and Term............................................9\n     Section 3.3   Quorum and Manner of Action................................9\n     Section 3.4   Vacancies..................................................9\n     Section 3.5   Resignations..............................................10\n     Section 3.6   Removals..................................................10\n     Section 3.7   Annual Meetings...........................................10\n     Section 3.8   Regular Meetings..........................................10\n     Section 3.9   Special Meetings..........................................10\n     Section 3.10  Organization of Meetings..................................11\n     Section 3.11  Place of Meetings.........................................11\n     Section 3.12  Compensation of Directors.................................11\n     Section 3.13  Action by Unanimous Written Consent.......................11\n     Section 3.14  Participation in Meetings by Telephone....................11\n     Section 3.15  Nominations for Director..................................12\n\n\n\n\n\n\n\n<font size=\"2\">                                                                       \nARTICLE 4.         Committees of the Board...................................12\n\n     Section 4.1   Membership and Authorities................................12\n     Section 4.2   Minutes...................................................12\n     Section 4.3   Vacancies.................................................12\n     Section 4.4   Telephone Meetings........................................13\n     Section 4.5   Action Without Meeting....................................13\n\nARTICLE 5.         Officers..................................................13\n\n     Section 5.1   Number and Title..........................................13\n     Section 5.2   Term of Office; Vacancies.................................13\n     Section 5.3   Removal of Elected officers...............................14\n     Section 5.4   Resignations..............................................14\n     Section 5.5   The Chairman of the Board.................................14\n     Section 5.6   Chief Executive Officer...................................14\n     Section 5.7   President.................................................14\n     Section 5.8   Vice Presidents...........................................15\n     Section 5.9   Secretary.................................................15\n     Section 5.10  Assistant Secretaries.....................................15\n     Section 5.11  Treasurer or Chief Financial Officer......................15\n     Section 5.12  Assistant Treasurers......................................16\n     Section 5.13  Subordinate Officers......................................16\n     Section 5.14  Salaries and Compensation.................................16\n\nARTICLE 6.         Indemnification...........................................16\n\nARTICLE 7.         Capital Stock.............................................17\n\n     Section 7.1   Certificates of Stock.....................................17\n     Section 7.2   Lost Certificates.........................................18\n     Section 7.3.  Dividends. ...............................................18\n     Section 7.4.  Registered Shareholders...................................18\n     Section 7.5.  Transfer of Stock. .......................................19\n\nARTICLE 8.         Miscellaneous Provisions..................................19\n\n     Section 8.1.  Corporate Seal. ..........................................19\n     Section 8.2.  Fiscal Year...............................................19\n     Section 8.3.  Checks, Drafts, Notes. ...................................19\n     Section 8.4.  Notice and Waiver of Notice...............................19\n     Section 8.5.  Examination of Books and Records..........................20\n     Section 8.6.  Voting Upon Shares Held by the Corporation. ..............20\n\nARTICLE 9.         Amendments................................................20\n<\/font>\n\n\n\n\n                                     BYLAWS\n\n                                       OF\n\n                        GROUP MAINTENANCE AMERICA CORP.\n\n\n                                   ARTICLE 1.\n\n                                    OFFICES\n\n         Section 1.1   Principal Office.\n\n         The principal office of the Corporation shall be in the City of\nHouston, Texas.\n\n         Section 1.2   Registered Office.\n\n         The registered office of the Corporation required to be maintained in\nthe State of Texas by the Texas Business Corporation Act (the 'TBCA') may be,\nbut need not be, identical with the Corporation's principal office, and the\naddress of the registered office may be changed from time to time by the Board\nof Directors.\n\n         Section 1.3   Other Offices.\n\n         The Corporation may also have offices at such other places both within\nand without the State of Texas as the Board of Directors may from time to time\ndetermine or the business of the Corporation may require.\n\n                                   ARTICLE 2.\n\n                             SHAREHOLDERS MEETINGS\n\n         Section 2.1   Annual Meeting.\n\n         The annual meeting of the holders of shares of each class or series of\nstock as are entitled to notice thereof and to vote at such meeting pursuant to\napplicable law and the Corporation's Articles of Incorporation for the purpose\nof electing directors and transacting such other proper business as may come\nbefore it shall be held in each year, at such time, on such day and at such\nplace, within or without the State of Texas, as may be designated by the Board\nof Directors.\n\n         Section 2.2   Special Meetings.\n\n         In addition to such special meetings as are provided by law or the\nCorporation's Articles of Incorporation, special meetings of the holders of any\nclass or series or of all classes or series of the Corporation's stock for any\npurpose or purposes, may be called at any time by (i) the Chairman of\n\n\n\nthe Board, the Chief Executive Officer, the President or the Board of Directors\nor (ii) the holders of at least 50% of all the shares entitled to vote at such\nspecial meeting and may be held on such day, at such time and at such place,\nwithin or without the State of Texas, as shall be designated by the person or\npersons calling such meeting.\n\n         Section 2.3   Notices of Meetings and Adjourned Meetings.\n\n         Except as otherwise provided by law or by the Corporation's Articles\nof Incorporation, written or printed notice of any meeting of Shareholders (i)\nshall be given either by personal delivery or by mail to each Shareholder of\nrecord entitled to vote at such meeting, (ii) shall be in such form as approved\nby the Board of Directors, and (iii) shall state the date, place and hour of\nthe meeting, and, in the case of a special meeting, the purpose for which the\nmeeting is called. Unless otherwise provided by law or by the Corporation's\nArticles of Incorporation, such written notice shall be given not less than ten\nnor more than 60 days before the date of the meeting. Except when a Shareholder\nattends a meeting for the express purpose of objecting, at the beginning of the\nmeeting, to the transaction of any business on the ground that the meeting is\nnot lawfully called or convened, presence in person or by proxy of a\nShareholder shall constitute a waiver of notice of such meeting. Further, a\nwritten waiver of any notice required by law or by these Bylaws, signed by the\nperson entitled to notice, whether before or after the time stated therein,\nshall be deemed equivalent to notice. Except as otherwise provided by law or by\nthe Corporation's Articles of Incorporation, the business that may be\ntransacted at any special meeting of the Shareholders shall be limited to and\nconsist of the purpose or purposes stated in such notice. If a meeting is\nadjourned to another time or place, notice need not be given of the adjourned\nmeeting if the time and place thereof are announced at the meeting at which the\nadjournment is taken; provided, however, that if the adjournment is for more\nthan 30 days, or if after the adjournment a new record date is fixed for the\nadjourned meeting, a notice of the adjourned meeting shall be given to each\nShareholder of record entitled to vote at the meeting.\n\n         Section 2.4   Notice of Shareholder Business and Nominations.\n\n         (a)      Annual Meetings of Shareholders.\n\n                  (1) Nominations of persons for election to the Board of\n         Directors and the proposal of business to be considered by the\n         Shareholders may be made at an annual meeting of Shareholders (A)\n         pursuant to the Corporation's notice of meeting, (B) by or at the\n         direction of the Board of Directors, (C) by any nominating committee\n         or person appointed by the Board or (D) by any Shareholder who was a\n         Shareholder of record at the time of giving of notice provided for in\n         this Section, who is entitled to vote at the meeting and who complies\n         with the notice procedures set forth in this Section.\n\n                  (2) For nominations or other business to be properly brought\n         before an annual meeting by a Shareholder pursuant to Section\n         2.4(a)(1)(D), the Shareholder must have given timely notice thereof in\n         writing to the Secretary of the Corporation and such other business\n         must otherwise be a proper matter for Shareholder action. To be\n         timely, a Shareholder's \n\n\n                                       2\n\n\n         notice shall be delivered to the Secretary at the principal office of\n         the Corporation not later than the close of business on the 120th day\n         nor earlier than the close of business on the 150th day prior to the\n         first anniversary of the mailing date of the preceding year's proxy\n         statement (the 'Mailing Date'); provided, however, that in the event\n         that the Mailing Date is more than 30 days before or more than 60 days\n         after the anniversary of the prior year's Mailing Date, notice by the\n         Shareholder to be timely must be so delivered not earlier than the\n         close of business on the 90th day prior to such Mailing Date and not\n         later than the close of business on the later of the 60th day prior to\n         such Mailing Date or the tenth day following the day on which public\n         announcement of the date of the Corporation's annual meeting is first\n         made by the Corporation. In no event shall the public announcement of\n         an adjournment of an annual meeting commence a new time period for the\n         giving of a Shareholder's notice as described above. Such\n         Shareholder's notice shall set forth:\n\n                           (A) as to each person whom the Shareholder proposes\n                  to nominate for election or reelection as a Director all\n                  information relating to such person that is required to be\n                  disclosed in solicitations of proxies for election of\n                  Directors in an election contest, or is otherwise required,\n                  in each case pursuant to Regulation 14A under the Securities\n                  Exchange Act of 1934, as amended (the 'Exchange Act'), and\n                  Rule 14a-11 thereunder (including such person's written\n                  consent to being named in the proxy statement as a nominee\n                  and to serving as a Director if elected);\n\n                           (B) as to any other business that the Shareholder\n                  proposes to bring before the meeting, a brief description of\n                  the business desired to be brought before the meeting, the\n                  reasons for conducting such business at the meeting and any\n                  material interest in such business of such Shareholder and\n                  the beneficial owner, if any, on whose behalf the proposal is\n                  made; and\n\n                           (C) whose behalf the nomination or proposal is made\n                  (i) the name and address of such Shareholder, as they appear\n                  on the Corporation's books, and of such beneficial owner,\n                  (ii) the class and number of shares of the Corporation which\n                  are owned beneficially and of record by such Shareholder and\n                  such beneficial owner, and (iii) whether the proponent\n                  intends (or is part of a group which intends) to solicit\n                  proxies from other Shareholders in support of such nomination\n                  or proposal.\n\n                  (3) Notwithstanding anything in the second sentence of\n         Section 2.4(a)(2) to the contrary, in the event that the number of\n         Directors to be elected to the Board of Directors is increased and\n         there is no public announcement by the Corporation naming all of the\n         nominees for Director or specifying the size of the increased Board of\n         Directors at least 70 days prior to the first anniversary of the\n         preceding year's annual meeting, a Shareholder's notice required by\n         this Section shall also be considered timely, but only with respect to\n         nominees for any new positions created by such increase, if it shall\n         be delivered to the Secretary at the principal executive offices of\n         the Corporation not later than the close of business on the tenth day\n         following the day on which such public announcement is first made by\n         the Corporation.\n\n\n                                       3\n\n         (b)      Special Meetings of Shareholders.\n\n         Only such business shall be conducted at a special meeting of\nShareholders as shall have been brought before the meeting pursuant to the\nCorporation's notice of meeting. Nominations of persons for election to the\nBoard of Directors may be made at a special meeting of Shareholders at which\nDirectors are to be elected pursuant to such notice of meeting (a) by or at the\ndirection of the Board of Directors or (b) provided that the Board of Directors\nhas determined that Directors shall be elected at such meeting, by any\nShareholder who is a Shareholder of record at the time of giving of notice\nprovided for in this Bylaw, who shall be entitled to vote at the meeting and\nwho complies with the notice procedures set forth in this Bylaw. In the event\nthe Corporation calls a special meeting of Shareholders for the purpose of\nelecting one or more Directors to the Board of Directors, any such Shareholder\nmay nominate a person or persons (as the case may be), for election to such\nposition(s) as specified in the Corporation's notice of meeting, if the\nShareholder's notice required by Section 2(a)(2) shall be delivered to the\nSecretary at the principal office of the Corporation not earlier than the close\nof business on the 90th day prior to such special meeting and not later than\nthe close of business on the later of the 60th day prior to such special\nmeeting or the tenth day following the day on which public announcement is\nfirst made of the date of the special meeting and of the nominees proposed by\nthe Board of Directors to be elected at such meeting. In no event shall the\npublic announcement of an adjournment of a special meeting commence a new time\nperiod for the giving of a Shareholder's notice as described above.\n\n         (c)      General.\n\n                  (1) Only such persons who are nominated in accordance with\n         the procedures set forth in this Section 2.4 shall be eligible to\n         serve as Directors and only such business shall be conducted at a\n         meeting of Shareholders as shall have been brought before the meeting\n         in accordance with the procedures set forth in this Section 2.4.\n         Except as otherwise provided by applicable law, the Chairman of the\n         meeting shall have the power and duty to determine whether a\n         nomination or any business proposed to be brought before the meeting\n         was made or proposed, as the case may be, in accordance with the\n         procedures set forth in this Section 2.4 and, if any proposed\n         nomination or business is not in compliance with this Section 2.4, to\n         declare that such defective proposal or nomination shall be\n         disregarded.\n\n                  (2) For purposes of this Section 2.4, 'public announcement'\n         shall mean disclosure in a press release reported by the Dow Jones\n         News Service, Associated Press or comparable national news service or\n         in a document publicly filed by the Corporation with the Securities\n         and Exchange Commission pursuant to Section 13, 14 or 15(d) of the\n         Exchange Act.\n\n                  (3) Notwithstanding the foregoing provisions of this Section\n         2.4, a Shareholder shall also comply with all applicable requirements\n         of the Exchange Act and the rules and regulations thereunder with\n         respect to the matters set forth in this Section 2.4. Nothing in this\n         Section 2.4 shall be deemed to affect any rights (i) of Shareholders\n         to request inclusion of proposals in the Corporation's proxy statement\n         pursuant to Rule 14a-8 under the Exchange \n\n\n                                       4\n\n         Act; or (ii) of the holders of any series of preferred stock to elect\n         Directors under specified circumstances.\n\n         Section 2.5   Voting Lists.\n\n         The officer or agent having charge of the share transfer books for\nshares of the Corporation shall make, at least ten days before each meeting of\nShareholders, a complete list of Shareholders entitled to vote at meetings or\nany adjournments thereof, arranged in alphabetical order, with the address of\nand the number of shares held by each, in accordance with applicable law and\nshall make same available prior to and during each Shareholders' meeting for\ninspection by the Corporation's Shareholders as required by law. The\nCorporation's original share transfer books shall be prima facie evidence as to\nwho are the Shareholders entitled to examine such list or transfer books or to\nvote at any meeting of Shareholders.\n\n         Section 2.6   Quorum.\n\n         Except as otherwise provided by law or by the Corporation's Articles\nof Incorporation, the holders of a majority of the Corporation's shares\nentitled to vote at a meeting, represented at the meeting in person or\nrepresented by proxy, without regard to class or series, shall constitute a\nquorum at all meetings of the Shareholders for the transaction of business. If,\nhowever, such quorum shall not be present or represented at any meeting of the\nShareholders, the holders of a majority of the shares represented in person or\nby proxy at that meeting may adjourn any meeting from time to time without\nnotice other than announcement at the meeting, except as otherwise required by\nthese Bylaws, until such time and to such place as may be determined by a vote\nof the holders of a majority of the shares represented in person or by proxy at\nthat meeting. At any such adjourned meeting at which a quorum shall be present\nor represented, any business may be transacted which might have been transacted\nat the meeting as originally called.\n\n         Section 2.7   Chairman of Shareholder Meetings.\n\n         Each annual and special meeting of Shareholders shall be presided over\nby a Chairman, who shall have the exclusive authority to, among other things,\ndetermine (a) whether business and nominations have been properly brought\nbefore such meetings, (b) the order in which business and nominations properly\nbrought before such meeting shall be considered and (c) the adjournment of\nmeetings, whether or not a quorum is present. The Chairman of each annual and\nspecial meeting shall be the Chairman of the Board of Directors or such person\nas shall be appointed by the Board of Directors. The Secretary, or, in his\nabsence, any Assistant Secretary or any person appointed by the individual\npresiding over the meeting, shall act as Secretary at meetings of the\nShareholders.\n\n         Section 2.8    Voting.\n\n         Each Shareholder of record, as determined pursuant to Section 2.10,\nwho is entitled to vote in accordance with the terms of the Corporation's\nArticles of Incorporation and in accordance with the provisions of these\nBylaws, shall be entitled to one vote, in person or by proxy, for each share \n\n\n                                       5\n\n\nof stock registered in his name on the books of the Corporation. Every\nShareholder entitled to vote at any Shareholders' meeting may authorize another\nperson or persons to act for him by proxy executed in writing pursuant to\nSection 2.12, provided that no proxy shall be valid after 11 months from the\ndate of its execution, unless the proxy provides for a longer period. A duly\nexecuted proxy shall be revocable unless the proxy form conspicuously states\nthat the proxy is irrevocable and if, and only as long as, it is coupled with\nan interest sufficient in law to support an irrevocable power. A Shareholder's\nattendance at any meeting shall not have the effect of revoking a previously\ngranted proxy unless such Shareholder shall in writing so notify the Secretary\nof the meeting prior to the voting of the proxy. Unless otherwise provided by\nlaw, no vote on the election of directors or any question brought before the\nmeeting need be by ballot unless the chairman of the meeting shall determine\nthat it shall be by ballot or the holders of a majority of the shares of stock\npresent in person or by proxy and entitled to participate in such vote shall so\ndemand. In a vote by ballot, each ballot shall state the number of shares voted\nand the name of the Shareholder or proxy voting. Except as otherwise provided\nby law, by the Corporation's Articles of Incorporation or these Bylaws, all\nelections of directors shall be elected by a plurality of votes cast by the\nholders of shares entitled to vote in the election of directors at a meeting of\nShareholders at which a quorum is present. Except as otherwise provided by law\nor the Corporation's Articles of Incorporation, all other matters before the\nShareholders shall be decided by the vote of the holders of a majority of the\nshares entitled to vote on that matter and represented in person or by proxy at\na meeting of Shareholders at which a quorum is present. In the election of\ndirectors, votes may not be cumulated.\n\n         Section 2.9    Voting of Shares by Certain Holders.\n\n         Shares standing in the name of another corporation may be voted by an\nofficer, agent or proxy as designated in the bylaws of such corporation, or in\nthe absence of such designation, as the board of directors of such corporation\nmay determine. Shares held by an administrator, executor, guardian or\nconservator may be voted by him, either in person or by proxy, without a\ntransfer of such shares into his name. Shares standing in the name of a trustee\nmay be voted by him, either in person or by proxy, but no trustee shall be\nentitled to vote shares held by him without transfer of such shares into his\nname. Shares standing in the name of a receiver may be voted by such receiver\nand shares held by or under the control of a receiver may be voted by such\nreceiver without the transfer into his name if authority to do so be contained\nin an appropriate order of the Court by which such receiver was appointed. A\nShareholder whose shares are pledged shall be entitled to vote such shares\nuntil the shares have been transferred into the name of the pledgee, and\nthereafter the pledgee shall be entitled to vote the shares so transferred.\nShares standing in the name of the Corporation or held by it in a fiduciary\ncapacity shall not be voted, directly or indirectly, at any meeting, and shall\nnot be counted in determining the total number of outstanding shares at any\ngiven time.\n\n         Section 2.10   Closing of Transfer Records or Fixing of Record Date.\n\n                  (a) Fixing Record Dates for Matters Other than Consents to\n         Action. The Board of Directors of the Corporation may provide that the\n         stock transfer books be closed for a stated period not to exceed 60\n         days for the purpose of determining Shareholders entitled to notice of\n         or to vote at any meeting of Shareholders or any adjournment thereof,\n         or \n\n\n                                       6\n\n\n         Shareholders entitled to receive payment of any distribution or share\n         dividend, or in order to make a determination of Shareholders for any\n         other proper purpose (other than a distribution involving a purchase\n         or redemption by the Corporation of any of its own shares). If the\n         share transfer records are closed as set forth in this Section, the\n         records shall be closed for at least ten days immediately preceding\n         the meeting. In lieu of closing the share transfer records, the Board\n         of Directors may fix in advance a date as the record date for any such\n         determination of Shareholders, the date to be not more than 60 days,\n         and in case of a meeting of Shareholders not less than ten days, prior\n         to the date on which the particular action requiring determination of\n         Shareholders is to be taken. If the share transfer records are not\n         closed and no record date is fixed for determination of Shareholders\n         entitled to notice of or to vote at a meeting of Shareholders, or\n         Shareholders entitled to receive payment of a distribution or share\n         dividend (other than a distribution involving a purchase or redemption\n         by the Corporation of any of its own shares), the date on which notice\n         of the meeting is mailed, or the date on which the resolution of the\n         Board of Directors declaring such dividend is adopted, as the case may\n         be, shall be the record date for determination of Shareholders. When a\n         determination of Shareholders entitled to vote at any meeting of\n         Shareholders has been made as provided in this Section, such\n         determination shall apply to any adjournment thereof except where the\n         determination has been made by closing the share transfer records and\n         the stated period of closing has expired.\n\n                  (b) Fixing Record Dates for Consents to Action. Unless a\n         record date has previously been determined by the Board of Directors,\n         whenever action by Shareholders is proposed to be taken by consent in\n         writing without a meeting of Shareholders, the Board of Directors may\n         fix a record date for the purpose of determining Shareholders entitled\n         to consent to that action, which record date shall not proceed, and\n         shall not be more than ten days after, the date on which the\n         resolution fixing the record date is adopted by the Board of\n         Directors. If no record date has been fixed by the Board of Directors\n         and the prior action of the Board of Directors is not otherwise\n         required by statute, the record date for determining Shareholders\n         entitled to consent to action in writing without a meeting shall be\n         the first date on which a signed written consent setting forth the\n         action taken or proposed to be taken is delivered to the Corporation\n         by delivery to its registered office, its principal place of business,\n         or an officer or agent of the Corporation having custody of the books\n         in which proceedings of meetings of Shareholders are recorded.\n         Delivery to the Corporation's principal place of business shall be\n         addressed to the President or the principal executive officer of the\n         Corporation. If no record date shall have been fixed by the Board of\n         Directors and prior action of the Board of Directors is required by\n         statute, the record date for determining Shareholders entitled to\n         consent to action in writing without a meeting shall be at the close\n         of business on the date on which the Board of Directors adopts a\n         resolution taking such prior action.\n\n\n                                       7\n\n         Section 2.11   Action by Written Consent.\n\n         Unless otherwise provided by law or the Corporation's Articles of\nIncorporation, any action required or permitted to be taken by the Shareholders\nof the Corporation may be taken without a meeting, without prior notice and\nwithout a vote, if a consent in writing setting forth the action so taken,\nshall have been signed by all of the Shareholders entitled to vote with respect\nto the action that is the subject of the consent. Except as provided above, no\naction shall be taken by the Shareholders by written consent.\n\n         Section 2.12   Authorization of Proxies.\n\n         Any Shareholder may vote either in person or by proxy executed in\nwriting by the Shareholder. A telegram, telex, cablegram, or similar\ntransmission by the Shareholder, or a photographic, photostatic, facsimile, or\nsimilar reproduction or a writing executed by the Shareholder, shall be treated\nas an execution in writing. No proxy will be valid after eleven (11) months\nfrom the date of its execution, unless otherwise provided in the proxy. A proxy\nshall be revocable unless the proxy form conspicuously states that the proxy is\nirrevocable and the proxy is coupled with an interest.\n\n         Section 2.13   Inspectors and Voting Procedures.\n\n                  (a) The Corporation may, in advance of any meeting of\n         Shareholders, appoint one or more inspectors to act at the meeting and\n         make a written report thereof. The Corporation may designate one or\n         more persons as alternate inspectors to replace any inspector who\n         fails to act. If no inspector or alternate is able to act at a meeting\n         of Shareholders, the person presiding at the meeting shall appoint one\n         or more inspectors to act at the meeting. Each inspector, before\n         entering upon the discharge of his duties, shall take and sign an oath\n         faithfully to execute the duties of inspector with strict impartiality\n         and according to the best of his ability.\n\n                  (b) If any inspectors are elected, the inspectors shall (i)\n         ascertain the number of shares outstanding and the voting power of\n         each share, the number of shares represented at the meeting, the\n         existence of a quorum, and the authority, validity and effect of\n         proxies, (ii) count and tabulate all votes, assents and consents, and\n         determine and announce results, and (iii) do all other acts as may be\n         proper to conduct elections or votes with fairness to all\n         Shareholders. The inspectors, if any are elected, may appoint or\n         retain other persons or entities to assist the inspectors in the\n         performance of the duties of the inspectors.\n\n\n                                       8\n\n                                   ARTICLE 3.\n\n                                   DIRECTORS\n\n         Section 3.1    Management.\n\n         The property, affairs and business of the Corporation shall be managed\nby or under the direction of the Board of Directors which may exercise all\npowers of the Corporation and do all lawful acts and things as are not by law,\nby the Corporation's Articles of Incorporation or by these Bylaws directed or\nrequired to be exercised or done by the Shareholders.\n\n         Section 3.2    Number and Term.\n\n         The number of directors may be fixed from time to time by resolution\nof the Board of Directors adopted by the affirmative vote of a majority of the\nentire Board of Directors, but shall consist of not less than nine members nor\nmore than 18 members. Directors need not be Shareholders. No decrease in the\nnumber of directors shall have the effect of shortening the term of office of\nany incumbent director.\n\n         Section 3.3    Quorum and Manner of Action.\n\n         At all meetings of the Board of Directors a majority of the total\nnumber of directors holding office shall constitute a quorum for the\ntransaction of business and the act of a majority of the directors present at\nany meeting at which there is a quorum shall be the act of the Board of\nDirectors, except as may be otherwise specifically provided by law, by the\nCorporation's Articles of Incorporation or these Bylaws. If at any meeting of\nthe Board of Directors there shall be less than a quorum present, a majority of\nthose present may adjourn the meeting from time to time until a quorum is\nobtained, and no further notice thereof need be given other than by\nannouncement at such adjourned meeting. Attendance by a director at a meeting\nshall constitute a waiver of notice of such meeting except where a director\nattends a meeting for the express purpose of objecting, at the beginning of the\nmeeting, to the transaction of any business on the ground that the meeting is\nnot lawfully called or convened.\n\n         Section 3.4    Vacancies.\n\n         Except as otherwise provided by law or the Corporation's Articles of\nIncorporation, in the case of any vacancy in the Board of Directors, however\ncreated, the vacancy or vacancies may be filled by majority vote of the\ndirectors remaining on the whole Board of Directors although less than a\nquorum, or by a sole remaining director. In the event one or more directors\nshall resign, effective at a future date, such vacancy or vacancies shall be\nfilled by election at an annual or special meeting of Shareholders called for\nthat purpose, or by a majority of the directors who will remain on the whole\nBoard of Directors, although less than a quorum, or by a sole remaining\ndirector. A director elected to fill a vacancy shall be elected for the\nunexpired term of his predecessor in office. Any directorship to be filled by\nreason of an increase in the number of Directors shall be filled by the\n\n\n                                       9\n\nBoard of Directors for a term of office continuing only until the next election\nof one or more directors by the Shareholders; provided that the Board of\nDirectors may not fill more than two such directorships during the period\nbetween any two successive annual meetings of Shareholders.\n\n         Section 3.5    Resignations.\n\n         A director may resign at any time upon written notice of resignation\nto the Corporation. Any resignation shall be effective immediately unless a\ncertain effective date is specified therein, in which event it will be\neffective upon such date and acceptance of any resignation shall not be\nnecessary to make it effective.\n\n         Section 3.6    Removals.\n\n         Any director or the entire Board of Directors may be removed, only for\ncause, and another person or persons may be elected to serve for the remainder\nof his or their term, by the holders of a majority of the shares of the\nCorporation entitled to vote in the election of directors. In case any vacancy\nso created shall not be filled by the Shareholders at such meeting, such\nvacancy may be filled by the directors as provided in Section 3.4.\n\n         Section 3.7    Annual Meetings.\n\n         The annual meeting of the Board of Directors shall be held, if a\nquorum be present, immediately following each annual meeting of the\nShareholders at the place such meeting of Shareholders took place, for the\npurpose of organization and transaction of any business that might be\ntransacted at a regular meeting of the Board of Directors, and no notice of\nsuch meeting shall be necessary. If a quorum is not present, such annual\nmeeting may be held at any other time or place that may be specified in a\nnotice given in the manner provided in Section 3.9 for special meetings of the\nBoard of Directors or in a waiver of notice thereof.\n\n         Section 3.8    Regular Meetings.\n\n         Regular meetings of the Board of Directors may be held without notice\nat such places and times as shall be determined from time to time by resolution\nof the Board of Directors. Except as otherwise provided by law, any business\nmay be transacted at any regular meeting of the Board of Directors.\n\n         Section 3.9    Special Meetings.\n\n         Special meetings of the Board of Directors may be called by the\nChairman of the Board, the Chief Executive Officer, the President, or by any\ndirector. Notice of any special meeting, effective upon delivery in accordance\nherewith, shall be given at least two days prior thereto by written notice\ndelivered personally, or by written notice mailed or sent by facsimile\ntransmission to each director at his business address. If mailed, the notice\nshall be deemed to be delivered three days following its deposit in the United\nStates mail so addressed, with postage thereon prepaid. If given by \n\n\n                                       10\n\n\nfacsimile transmission, the notice shall be deemed to be delivered when sent\nand confirmed electronically. The attendance of a director at a meeting shall\nconstitute a waiver of notice of such meeting, except where a director attends\na meeting for the express purpose of objecting to the transaction of any\nbusiness because the meeting is not lawfully called or convened. Neither the\nbusiness to be transacted at, nor the purpose of, any special meetings need be\nspecified in any notice or written waiver of notice unless so required by the\nCorporation's Articles of Incorporation or by these Bylaws. Any and all\nbusiness may be transacted at a special meeting, unless limited by law, the\nCorporation's Articles of Incorporation or by these Bylaws.\n\n         Section 3.10   Organization of Meetings.\n\n         At any meeting of the Board of Directors, business shall be transacted\nin such order and manner as such Board of Directors may from time to time\ndetermine, and all matters shall be determined by the vote of a majority of the\ndirectors present at any meeting at which there is a quorum, except as\notherwise provided by the Corporation's Articles of Incorporation, these Bylaws\nor by law.\n\n         Section 3.11   Place of Meetings.\n\n         The Board of Directors may hold its meetings and have one or more\noffices, and keep the books of the Corporation, outside the State of Texas, at\nany office or offices of the Corporation, or at any other place as it may from\ntime to time by resolution determine.\n\n         Section 3.12   Compensation of Directors.\n\n         Directors shall not receive any stated salary for their services as\ndirectors, but by resolution of the Board of Directors a fixed honorarium or\nfees and expenses, if any, of attendance may be allowed for attendance at each\nmeeting. Nothing herein contained shall be construed to preclude any director\nfrom serving the Corporation in any other capacity and receiving compensation\ntherefor. Members of special or standing committees may be allowed like\ncompensation for attending such committee meetings.\n\n         Section 3.13   Action by Unanimous Written Consent.\n\n         Unless otherwise restricted by law, the Corporation's Articles of\nIncorporation or these Bylaws, any action required or permitted to be taken at\nany meeting of the Board of Directors or of any committee thereof may be taken\nwithout a meeting if all members of the Board of Directors or of such\ncommittee, as the case may be, consent thereto in writing and the writing or\nwritings are filed with the minutes of proceedings of the Board of Directors or\nthe committee.\n\n         Section 3.14   Participation in Meetings by Telephone.\n\n         Unless otherwise restricted by the Corporation's Articles of\nIncorporation or these Bylaws, members of the Board of Directors or of any\ncommittee thereof may participate in a meeting of such \n\n\n                                       11\n\n\nBoard of Directors or committee by means of conference telephone or similar\ncommunications equipment by means of which all persons participating in the\nmeeting can hear each other. Participation in a meeting in such manner shall\nconstitute presence in person at such meeting, except where a person\nparticipates in the meeting for the express purpose of objecting, at the\nbeginning of the meeting, to the transaction of any business on the grounds\nthat the meeting is not lawfully called or convened.\n\n         Section 3.15   Nominations for Director.\n\n         Nominations of persons for election to the Board of the corporation at\nthe Annual Meeting of Stockholders, other than by the Board or a nominating\ncommittee designated by the Board, must be made in compliance with Section\n2.4(a)(1)(C).\n\n                                   ARTICLE 4.\n\n                            COMMITTEES OF THE BOARD\n\n         Section 4.1    Membership and Authorities.\n\n         The Board of Directors may, by resolution or resolutions passed by a\nmajority of the whole Board of Directors, designate one or more directors to\nconstitute such committees as the Board of Directors may determine, each of\nwhich committees to the extent provided in such resolution or resolutions or in\nthese Bylaws, shall have and may exercise, subject to the provisions of Article\n2.36 of the TBCA, all the powers of the Board of Directors in the management of\nthe business and affairs of the Corporation, except in those cases where the\nauthority of the Board of Directors is specifically denied to such committee or\ncommittees by law, the Corporation's Articles of Incorporation or these Bylaws,\nand may authorize the seal of the Corporation to be affixed to all papers that\nmay require such seal. The designation of any committee and the delegation\nthereto of authority shall not operate to relieve the Board of Directors, or\nany member thereof, of any responsibility imposed upon it or him by law.\n\n         Section 4.2    Minutes.\n\n         Each committee designated by the Board of Directors shall keep regular\nminutes of its proceedings and report the same to the Board of Directors when\nrequired.\n\n         Section 4.3    Vacancies.\n\n         The Board of Directors may designate one or more of its members as\nalternate members of any committee who may replace any absent or disqualified\nmember at any meeting of such committee. If no alternate members have been\nappointed, the committee member or members thereof present at any meeting and\nnot disqualified from voting, whether or not he or they constitute a quorum,\nmay unanimously appoint another member of the Board of Directors to act at the\nmeeting \n\n\n                                       12\n\n\nin the place of any absent or disqualified member. The Board of Directors shall\nhave the power at any time to fill vacancies in, to change the membership of,\nand to dissolve, any committee.\n\n         Section 4.4    Telephone Meetings.\n\n         Members of any committee designated by the Board of Directors may\nparticipate in or hold a meeting by use of conference telephone or similar\ncommunications equipment by means of which all persons participating in the\nmeeting can hear each other. Participation in a meeting pursuant to this\nSection 4.4 shall constitute presence in person at such meeting, except where a\nperson participates in the meeting for the express purpose of objecting, at the\nbeginning of the meeting, to the transaction of any business on the ground that\nthe meeting is not lawfully called or convened.\n\n         Section 4.5    Action Without Meeting.\n\n         Any action required or permitted to be taken at a meeting of any\ncommittee designated by the Board of Directors may be taken without a meeting\nif a consent in writing, setting forth the action so taken, is signed by all\nthe members of the committee and filed with the minutes of the committee\nproceedings. Such consent shall have the same force and effect as a unanimous\nvote at a meeting.\n\n                                   ARTICLE 5.\n\n                                    OFFICERS\n\n         Section 5.1    Number and Title.\n\n         The officers of the Corporation shall be a Chairman of the Board; a\nChief Executive Officer; a President; one or more Executive Vice Presidents,\nSenior Vice Presidents and Vice Presidents; a Secretary; a Treasurer; and such\nother officers as the Board of Directors may deem to be necessary. Any two or\nmore offices may be held by the same person. If any two or more offices are\nheld by the same person, such person shall be entitled to exercise the rights\nand duties of each office as set forth hereinafter. If the holder of two or\nmore corporate offices is required to sign any corporate documents,\ninstruments, certificates, agreements, or any other documents on the\nCorporation's behalf, then the signature of such person in any one of his\ncapacities shall be sufficient to bind the Corporation.\n\n         Section 5.2    Term of Office; Vacancies.\n\n         So far as is practicable, all officers shall be elected by the Board\nof Directors at the annual meeting of the Board of Directors each year and\nshall hold office until the next such meeting of the Board of Directors in the\nsubsequent year and until their respective successors are elected and qualified\nor until their earlier resignation or removal. If any vacancy shall occur in\nany office, the \n\n\n                                       13\n\nBoard of Directors may elect or appoint a successor to fill such vacancy for\nthe remainder of the term.\n\n         Section 5.3    Removal of Elected Officers.\n\n         Any officer may be removed at any time, with or without cause, by\naffirmative vote of a majority of the whole Board of Directors, at any regular\nmeeting or at any special meeting called for such purpose.\n\n         Section 5.4    Resignations.\n\n         Any officer may resign at any time upon written notice of resignation\nto the President, Secretary or Board of Directors of the Corporation. Any\nresignation shall be effective immediately unless a date certain is specified\nfor it to take effect, in which event it shall be effective upon such date, and\nacceptance of any resignation shall not be necessary to make it effective,\nirrespective of whether the resignation is tendered subject to such acceptance.\n\n         Section 5.5    The Chairman of the Board.\n\n         The Chairman of the Board, if one shall be elected, shall preside at\nall meetings of the Shareholders and Board of Directors, unless otherwise\ndetermined by the Board of Directors. In addition, the Chairman of the Board\nshall perform whatever duties and shall exercise all powers that are given to\nhim by the Board of Directors.\n\n         Section 5.6    Chief Executive Officer.\n\n         The Chief Executive Officer shall be the most senior executive officer\nof the Corporation; shall (in the absence of the Chairman of the Board, if one\nbe elected) preside at meetings of the Shareholders and Board of Directors;\nshall have general and active management of business of the Corporation; shall\nimplement the general directives, plans and policies formulated by the Board of\nDirectors; and shall further have such duties, responsibilities and authorities\nas may be assigned to him by the Board of Directors. He may sign, with any\nother proper officer, certificates for shares of the Corporation and any deeds,\nbonds, mortgages, contracts and other documents which the Board of Directors\nhas authorized to be executed, except where required by law to be otherwise\nsigned and executed and except where the signing and execution thereof shall be\nexpressly delegated by the Board of Directors or these Bylaws, to some other\nofficer or agent of the corporation. In the absence of the Chief Executive\nOfficer, his duties shall be performed and his authority may be exercised by\nthe President of the Corporation.\n\n         Section 5.7    President.\n\n         The President shall, after the Chief Executive Officer, be the most\nsenior executive officer of the corporation and shall, subject to the authority\nof the Chief Executive Officer, implement the \n\n\n                                       14\n\ngeneral plans and directives of the Board of Directors and perform such other\nduties as may be assigned to him by the Board of Directors.\n\n         Section 5.8    Vice Presidents.\n\n         The several Vice Presidents, including Executive Vice Presidents and\nSenior Vice Presidents, shall have such powers and duties as may be assigned to\nthem by these Bylaws and as may from time to time be assigned to them by the\nBoard of Directors and may sign, with any other proper officer, certificates\nfor shares of the Corporation.\n\n         Section 5.9    Secretary.\n\n         The Secretary, if available, shall attend all meetings of the Board of\nDirectors and all meetings of the Shareholders and record the proceedings of\nthe meetings in a book to be kept for that purpose and shall perform like\nduties for any committee of the Board of Directors as shall designate him to\nserve. He shall give, or cause to be given, notice of all meetings of the\nShareholders and meetings of the Board of Directors and committees thereof and\nshall perform such other duties incident to the office of secretary or as may\nbe prescribed by the Board of Directors or the President, under whose\nsupervision he shall be. He shall have custody of the corporate seal of the\nCorporation and he, or any Assistant Secretary, or any other person whom the\nBoard of Directors may designate, shall have authority to affix the same to any\ninstrument requiring it, and when so affixed it may be attested by his\nsignature or by the signature of any Assistant Secretary or by the signature of\nsuch other person so affixing such seal.\n\n         Section 5.10   Assistant Secretaries.\n\n         Each Assistant Secretary shall have the usual powers and duties\npertaining to his office, together with such other powers and duties as may be\nassigned to him by the Board of Directors, the President or the Secretary. The\nAssistant Secretary or such other person as may be designated by the President\nshall exercise the powers of the Secretary during that officer's absence or\ninability to act.\n\n         Section 5.11   Treasurer or Chief Financial Officer.\n\n         The Treasurer or Chief Financial Officer shall have the custody of and\nbe responsible for the corporate funds and securities, shall keep full and\nseparate accounts of receipts and disbursements in the books belonging to the\nCorporation and shall deposit all monies and other valuable effects in the name\nand the credit of the Corporation in such depositories as may be designated by\nthe Board of Directors. He shall disburse the funds of the Corporation as may\nbe ordered by the Board of Directors, taking proper vouchers for such\ndisbursements, and shall render to the President and the Board of Directors, at\nits regular meetings, or when the Board of Directors so requires, an account of\nall his transactions as Treasurer or Chief Financial Officer and of the\nfinancial condition of the Corporation and he shall perform all other duties\nincident to the position of Treasurer or Chief Financial Officer, or as may be\nprescribed by the Board of Directors or the President. If required \n\n\n                                       15\n\n\nby the Board of Directors, he shall give the Corporation a bond in such sum and\nwith such surety or sureties as shall be satisfactory to the Board of Directors\nfor the faithful performance of the duties of his office and for the\nrestoration to the Corporation, in case of his death, resignation, retirement\nor removal from office, of all books, papers, vouchers, money and other\nproperty of whatever kind in his possession or under his control belonging to\nthe Corporation.\n\n         Section 5.12   Assistant Treasurers.\n\n         Each Assistant Treasurer shall have the usual powers and duties\npertaining to his office, together with such other powers and duties as may be\nassigned to him by the Board of Directors, the President or the Treasurer. The\nAssistant Treasurer or such other person designated by the President shall\nexercise the power of the Treasurer during that officer's absence or inability\nto act.\n\n         Section 5.13   Subordinate Officers.\n\n         The Board of Directors may (i) appoint such other subordinate officers\nand agents as it shall deem necessary who shall hold their offices for such\nterms, have such authority and perform such duties as the Board of Directors\nmay from time to time determine, or (ii) delegate to any committee or officer\nthe power to appoint any such subordinate officers or agents.\n\n         Section 5.14   Salaries and Compensation.\n\n         The salary or other compensation of officers shall be fixed from time\nto time by the Board of Directors. The Board of Directors may delegate to any\ncommittee or officer the power to fix from time to time the salary or other\ncompensation of officers.\n\n                                   ARTICLE 6.\n\n                                INDEMNIFICATION\n\n         (a) Right to Indemnification. Each person who was or is made a party\nor is threatened to be made a party to or is otherwise involved in any\nthreatened, pending or completed action, suit or proceeding, whether civil,\ncriminal, administrative, arbitrative or investigative, any appeal in such\naction, suit or proceeding, and any inquiry or investigation that would lead to\nsuch action, suit or proceeding (hereinafter a 'proceeding'), by reason of the\nfact that he or she, or a person of whom he or she is the legal representative,\nis or was a director or officer of the Corporation or is or was serving at the\nrequest of the Corporation as a director or officer of another corporation or\nof a partnership, joint venture, trust or other enterprise, including service\nwith respect to an employee benefit plan (hereinafter an 'indemnitee'), whether\nthe basis of such proceeding is alleged action in an official capacity as a\ndirector or officer or in any other capacity while serving as a director or\nofficer, shall be indemnified and held harmless by the Corporation to the\nfullest extent authorized by the TBCA, as the same exists or may hereafter be\namended (but, in the case of any such amendment, only to the extent that such\namendment permits the Corporation to provide broader \n\n\n                                       16\n\n\nindemnification rights than permitted prior thereto), against all judgments,\nfines, penalties (including excise tax and similar taxes), settlements, and\nreasonable expenses actually incurred by such indemnitee in connection\ntherewith. The right to indemnification conferred in this Section shall include\nthe right to be paid by the Corporation the expenses incurred in defending any\nsuch proceeding in advance of its final disposition (hereinafter an\n'advancement of expenses'); provided, however, that, if the TBCA requires, an\nadvancement of expenses incurred by an indemnitee shall be made only upon\ndelivery to the Corporation of an undertaking, by or on behalf of such\nindemnitee, to repay all amounts so advanced if it shall ultimately be\ndetermined by that such indemnitee is not entitled to be indemnified for such\nexpenses under this Section or otherwise.\n\n         (b) Insurance. The Corporation may purchase and maintain insurance, at\nits expense, on behalf of any indemnitee against any liability asserted against\nhim and incurred by him in such a capacity or arising out of his status as a\nrepresentative of the Corporation, whether or not the Corporation would have\nthe power to indemnify such person against such expense, liability or loss\nunder the TBCA.\n\n         (c) Indemnity of Employees and Agents of the Corporation. The\nCorporation may, to the extent authorized from time to time by the Board of\nDirectors, grant rights to indemnification and to the advancement of expenses\nto any employee or agent of the Corporation to the fullest extent of the\nprovisions of this Article or as otherwise permitted under the TBCA with\nrespect to the indemnification and advancement of expenses of directors and\nofficers of the Corporation.\n\n                                   ARTICLE 7.\n\n                                 CAPITAL STOCK\n\n         Section 7.1    Certificates of Stock.\n\n         Certificates of stock shall be issued to each Shareholder certifying\nthe number of shares owned by him in the Corporation and shall be in a form not\ninconsistent with the Articles of Incorporation and as approved by the Board of\nDirectors. The certificates shall be signed by the Chairman of the Board, the\nChief Executive Officer, the President or a Vice President and by the Secretary\nor an Assistant Secretary, or the Treasurer, Chief Financial Officer or an\nAssistant Treasurer and may be sealed with the seal of the Corporation or a\nfacsimile thereof. Any or all of the signatures on the certificate may be a\nfacsimile. In case any officer, transfer agent or registrar who has signed or\nwhose facsimile signature has been placed upon a certificate ceases to hold\nsuch position, such certificate may nevertheless be issued by the Corporation\nwith the same effect as if he were such officer, transfer agent or registrar at\nthe date of issue.\n\n         If the Corporation shall be authorized to issue more than one class of\nstock or more than one series of any class, each certificate representing\nshares shall conspicuously set forth in full or summarize on the face or back\nof the certificate either (i) the powers, designations, preferences and\nrelative, participating, optional or other special rights of each class of\nstock or series thereof to the \n\n\n                                       17\n\nextent they have been filed and determined and the authority of the Board of\nDirectors to fix and determine the designations, preferences, limitations and\nrelative rights of subsequent series, or (ii) a summary thereof; provided that,\nexcept as otherwise provided by statute, in lieu of the foregoing requirements,\nthere may be set forth on the face or back of the certificate which the\nCorporation shall issue to represent such class or series of stock a statement\nthat such information is set forth in the Articles of Incorporation on file in\nthe office of the Secretary of State of the State of Texas, and the Corporation\nwill furnish without charge to each Shareholder who so requests the powers,\ndesignations, preferences and relative, participating, optional or other\nspecial rights of each class of stock or series thereof and the qualifications,\nlimitations or restrictions of such preferences and\/or rights.\n\n         Section 7.2    Lost Certificates.\n\n         The Board of Directors may direct a new certificate to be issued in\nplace of any certificate theretofore issued by the Corporation alleged to have\nbeen lost, stolen or destroyed, upon the making of an affidavit of that fact by\nthe owner of such certificate, or his legal representative. When authorizing\nthe issuance of a new certificate, the Board of Directors may in its\ndiscretion, as a condition precedent to the issuance thereof, require the\nowner, or his legal representative, to give a bond in such form and substance\nwith such surety as it may direct, to indemnify the Corporation against any\nclaim that may be made on account of the alleged loss, theft or destruction of\nsuch certificate or the issuance of such new certificate.\n\n         Section 7.3.   Dividends.\n\n         Subject to Article 2.38 of the TBCA and the provisions of the\nCorporation's Articles of Incorporation, if any, and except as otherwise\nprovided by law, the directors may declare dividends upon the capital stock of\nthe Corporation as and when they deem it to be expedient. Such dividends may be\npaid in cash, in property or in shares of the Corporation's capital stock.\nBefore declaring any dividend there may be set apart out of the funds of the\nCorporation available for dividends, such sum or sums as the directors from\ntime to time in their discretion determine to be proper for working capital or\nas a reserve fund to meet contingencies or for equalizing dividends, or for\nsuch other purposes as the directors shall determine to be in the best interest\nof the Corporation and the directors may modify or abolish any such reserve in\nthe manner in which it was created.\n\n         Section 7.4.   Registered Shareholders.\n\n         Except as expressly provided by law, the Corporation's Articles of\nIncorporation or these Bylaws, the Corporation shall be entitled to treat\nregistered Shareholders as the only holders and owners in fact of the shares\nstanding in their respective names and the Corporation shall not be bound to\nrecognize any equitable or other claim to or interest in such shares on the\npart of any other person, regardless of whether it shall have express or other\nnotice thereof.\n\n\n                                       18\n\n         Section 7.5.   Transfer of Stock.\n\n         Transfers of shares of the capital stock of the Corporation shall be\nmade only on the books of the Corporation by the registered owners thereof, or\nby their legal representatives or their duly authorized attorneys. Upon any\nsuch transfers the old certificates shall be surrendered to the Corporation by\nthe delivery thereof to the person in charge of the stock transfer books and\nledgers, by whom they shall be canceled and new certificates shall thereupon be\nissued.\n\n                                   ARTICLE 8.\n\n                            MISCELLANEOUS PROVISIONS\n\n         Section 8.1.   Corporate Seal.\n\n         If one is adopted, the corporate seal shall have inscribed thereon the\nname of the Corporation and shall be in such form as may be approved by the\nBoard of Directors. Such seal may be used by causing it or a facsimile thereof\nto be impressed or affixed or in any manner reproduced.\n\n         Section 8.2.   Fiscal Year.\n\n         The fiscal year of the Corporation shall be fixed by resolution of the\nBoard of Directors.\n\n         Section 8.3.   Checks, Drafts, Notes.\n\n         All checks, drafts or other orders for the payment of money, notes or\nother evidences of indebtedness issued in the name of the Corporation shall be\nsigned by such officer or officers, agent or agents of the Corporation, and in\nsuch manner as shall from time to time be determined by resolution (whether\ngeneral or special) of the Board of Directors or may be prescribed by any\nofficer or officers, or any officer and agent jointly, thereunto duly\nauthorized by the Board of Directors.\n\n         Section 8.4.   Notice and Waiver of Notice.\n\n         Whenever notice is required to be given to any director or Shareholder\nunder the provisions of applicable law, the Corporation's Articles of\nIncorporation or these Bylaws, such notice shall be in writing and delivered\nwhether (i) personally, or (ii) by registered or certified mail, or (iii) by\ntelegram, telecopy, or similar facsimile means (delivered during the\nrecipient's regular business hours). Such notice shall be sent to such director\nor Shareholder at the address or telecopy number as it appears on the records\nof the Corporation, unless prior to the sending of such notice he has\ndesignated, in a written request to the Secretary of the Corporation, another\naddress or telecopy number to which notices are to be sent. Notices shall be\ndeemed given when received, if sent by telegram, telex, telecopy or similar\nfacsimile means (confirmation of such receipt by confirmed facsimile\ntransmission being deemed receipt of communications sent by telex, telecopy or\nother facsimile means); and when delivered and receipted for (or upon the date\nof attempted delivery \n\n\n                                       19\n\nwhere delivery is refused), if hand delivered, sent by express courier or\ndelivery service, or sent by certified or registered mail. Whenever notice is\nrequired to be given under any provision of law, the Corporation's Articles of\nIncorporation or these Bylaws, a waiver thereof in writing, by telegraph, cable\nor other form of recorded communication, signed by the person or persons\nentitled to such notice, whether before or after the time stated therein, shall\nbe deemed equivalent to notice. Attendance of a person at a meeting shall\nconstitute a waiver of notice of such meeting, except when the person attends a\nmeeting for the express purpose of objecting, at the beginning of the meeting,\nto the transaction of any business on the ground that the meeting is not\nlawfully called or convened. Neither the business to be transacted at, nor the\npurpose of, any regular or special meeting of the Shareholders, directors, or\nmembers of a committee of directors need be specified in any written waiver of\nnotice unless so required by the Corporation's Articles of Incorporation or\nthese Bylaws.\n\n         Section 8.5.   Examination of Books and Records.\n\n         The Board of Directors shall determine from time to time whether, and\nif allowed, when and under what conditions and regulations the accounts and\nbooks of the Corporation (except such as may by statute be specifically opened\nto inspection) or any of them shall be open to inspection by the Shareholders,\nand the Shareholders' rights in this respect are and shall be restricted and\nlimited accordingly.\n\n         Section 8.6.   Voting Upon Shares Held by the Corporation.\n\n         Unless otherwise provided by law or by the Board of Directors, the\nChairman of the Board of Directors, the Chief Executive Officer, the President,\nor any Vice President, acting on behalf of the Corporation, shall have full\npower and authority to attend and to act and to vote at any meeting of\nshareholders of any corporation, partnership, venture or limited liability\ncompany in which the Corporation may hold stock or other equity interest and,\nat any such meeting, shall possess and may exercise any and all of the rights\nand powers incident to the ownership of such equity interest which, as the\nowner thereof, the Corporation might have possessed and exercised, if present.\nThe Board of Directors by resolution from time to time may confer like powers\nupon any person or persons.\n\n                                   ARTICLE 9.\n\n                                   AMENDMENTS\n\n         Except as expressly provided in the Corporation's Articles of\nIncorporation, the directors, by the affirmative vote of a majority of the\nentire Board of Directors and without the assent or vote of the Shareholders,\nmay at any meeting, provided the substance of the proposed amendment shall have\nbeen stated in the notice of the meeting, make, repeal, alter, amend or rescind\nany of these Bylaws or to adopt new Bylaws. The Shareholders shall not make,\nrepeal, alter, amend or rescind any of the provisions of these Bylaws except by\nthe holders of not less than a majority of the shares of stock of the\nCorporation entitled to vote in the election of directors.\n\n\n                                       20\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7445],"corporate_contracts_industries":[9481],"corporate_contracts_types":[9573,9574],"class_list":["post-41524","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-encompass-services-corp","corporate_contracts_industries-construction__specialty","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41524","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41524"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41524"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41524"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41524"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}