{"id":41573,"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-urcarco-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-urcarco-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-urcarco-inc.html","title":{"rendered":"Bylaws &#8211; URCARCO Inc."},"content":{"rendered":"<pre>                                   B Y L A W S\n\n                                       OF\n\n                                  URCARCO, INC.\n                                  ------------\n\n                                    ARTICLE I\n                                    ---------\n\n                                     OFFICES\n                                     -------\n\n          Section 1.  Principal Offices. The principal office of this\n          ---------   -----------------\ncorporation shall be maintained at 4304 Kirkland Drive, Fort Worth, Texas 76109,\nwhich shall be the headquarters for the transaction of all business, but, in the\ndiscretion of the Board of Directors, the location of the principal office may\nchange from time to time and branch offices may be established at other places.\n\n                                   ARTICLE II\n                                   ----------\n\n                            MEETINGS OF SHAREHOLDERS\n                            ------------------------\n\n          Section 1.  Annual Meetings. The annual meeting of the shareholders of\n          ---------   ---------------\nthis corporation shall be held at the principal office of the corporation, on\nthe fourth Wednesday in September of each year, beginning with the year 1989,\nat 10:00 a.m., or at such time and place within or without the state of Texas as\nmay be designated by the Board of Directors, at which meeting directors shall\nbe selected for the current year and such other business transacted as may\nproperly come before said meeting.\n\n          Section 2.  Special Meetings. All special meetings of shareholders\n          ---------   ----------------\nshall be held at the principal office of the corporation or at any place\ndesignated in the notice upon call by a majority of the directors, or upon\nwritten request signed by shareholders holding one-tenth (l\/10) of the voting\nstock of the corporation, or at the call of the President. No other business\nshall be transacted thereat except by unanimous consent of all the shareholders\npresent, whether in person or by proxy.\n\n          Section 3.  Notice of Meetings. Written or printed notice stating the\n          ---------   ------------------\ndate, place and hour of the meeting, and, in the case of a special meeting, the\npurpose or purposes for which the meeting is called, shall be delivered not less\nthan ten (10) nor more than fifty (50) days before the date of the meeting,\neither personally or by mail, by or at the direction of the President, the\nSecretary or the officer or person calling the meeting, to each shareholder of\nrecord entitled to vote at such meeting. If mailed, such notice shall be deemed\nto be delivered when deposited in the United States mail addressed to the share-\n\n\n\nholder at his address as it appears on the stock transfer books of the\ncorporation, with postage thereon prepaid.\n\n               Section 4. Quorum. The presence at any meeting, in person or by\n               ---------  ------\nproxy, of the holders of record of a majority of the shares then issued and\noutstanding and entitled to vote shall be necessary and sufficient to constitute\na quorum for the transaction of business, except where provided otherwise by\nstatute.\n\n\n               Section 5. Adjournments. In the absence of a quorum, a majority\n               ---------  ------------\nin interest of the shareholders entitled to vote, present in person or by proxy,\nor, if no shareholder entitled to vote is present in person or by proxy, any\nofficer entitled to preside or act as secretary of such meeting, may adjourn the\nmeeting from time to time until a quorum shall be present.\n\n\n               Section 6. Voting. Directors shall be chosen by a plurality of\n               ---------  ------\nthe votes cast at the election, and, except where otherwise provided by statute,\nall other questions shall be determined by a majority of the votes cast on such\nquestion. Each outstanding share, regardless of class, shall be entitled to one\nvote on each matter submitted to vote at a meeting of shareholders, except where\nprovided otherwise by statute or the articles of incorporation of the\ncorporation. Only such persons shall be permitted to vote at any meeting of\nshareholders, either in person or by proxy, as shall have appeared on the books\nof the corporation as shareholders thereof for at least ten (10) days prior to\nsuch meeting.\n\n               Section 7. Proxies. Any shareholder entitled to vote may vote by\n               ---------  -------\na proxy, provided that the instrument authorizing such proxy to act shall have\nbeen executed in writing (which shall include telegraphing or cabling) by the\nshareholder himself or by his duly authorized attorney. No proxy shall be valid\nafter eleven (11) months from the date of its execution unless otherwise\nprovided in the proxy. A proxy shall be revocable unless expressly provided\ntherein to be irrevocable and unless otherwise made irrevocable by law.\n\n               Section 8. Judges of Election. The Board of Directors may appoint\n               ---------  ------------------\njudges of election to serve at any election of directors and at balloting on any\nother matter that may properly come before a meeting of shareholders. If no such\nappointment shall be made, or if any of the judges so appointed shall fail to\nattend, or refuse or be unable to serve, then such appointment may be made by\nthe presiding officer at the meeting.\n\n               Section 9. Informal Action. Any action required by law to be\n               ---------  ---------------\ntaken at a meeting of the shareholders of a corporation, or any action which may\nbe taken at a meeting of the shareholders, may be taken without a meeting if a\nconsent in writing,\n\n                                                                              2.\n\n\n\nsetting forth the action so taken, shall be signed by all of the shareholders\nentitled to vote with respect to the subject matter thereof, and such consent\nshall have the same force and effect as a unanimous vote of shareholders, and\nmay be stated as such in any articles or document filed with the Secretary of\nState.\n\n     Section 10. Participation in Meeting. Shareholders may participate in and\n     ----------  ------------------------\nhold a meeting of such shareholders by means of conference telephone or similar\ncommunications equipment by means of which all persons participating in the\nmeeting can hear each other, and participation in a meeting pursuant to this\nSection 10 shall constitute presence in person at such meeting, except where a\nperson participates in the meeting for the express purpose of objecting to the\ntransaction of any business on the ground that the meeting is not lawfully\ncalled or convened.\n\n                                   ARTICLE III\n                                   -----------\n\n                                    DIRECTORS\n                                    ---------\n\n     Section 1. Number. The number of directors which shall constitute the\n     ---------  ------\nwhole Board of Directors shall be fixed from time to time by resolution of the\nBoard of Directors or shareholders (any such resolution of either the Board of\nDirectors or shareholders being subject to any later resolution of either of\nthem), but shall not be less than three (3) nor more than fifteen (15) and the\noriginal directors shall be those specified in the Articles of Incorporation,\nand shall serve until the next annual election of directors or until their\nsuccessors are appointed and qualified. The number of directors may be increased\nor decreased from time to time by amendment to these Bylaws as provided in\nARTICLE IX hereof.\n\n     Section 2. Election and Term of Office. The directors shall be elected at\n     ---------  ---------------------------\nthe annual meeting of the shareholders. Each director (whether elected at an\nannual meeting or to fill a vacancy or otherwise) shall continue in office until\nhis successor shall have been elected or until his earlier death, resignation or\nremoval in the manner hereinafter provided.\n\n     Section 3. Vacancies and Additional Directorships. If any vacancy shall\n     ---------  --------------------------------------\noccur among the directors for any reason, the vacancy may be filled by action of\na majority of the remaining directors at any annual or special meeting or, in\ndefault of such meetings or action of the remaining directors thereat, may be\nfilled by the shareholders at any annual or special meeting. Any directorship to\nbe filled by reason of an increase in the number of directors shall be filled by\nelection at an annual meeting or at a special meeting of shareholders called for\nthat purpose. A director elected to fill a vacancy shall be elected for the\nunexpired term of his prede-\n\n                                                                              3.\n\n\n\ncessor in office. In the event the entire Board of Directors shall resign or\ndie, any shareholder of the corporation may call a special shareholders' meeting\nin a manner provided in ARTICLE II, Section 2 hereof, at which meeting a new\nBoard of Directors may be elected, but no other business shall be transacted\nexcept as set forth in said notice.\n\n          Section 4. Removal. Any director or the entire Board of Directors may\n          ---------  -------\nbe removed at any meeting of shareholders called expressly for that purpose,\nwith or without cause, by a vote of the holders of a majority of the shares then\nentitled to vote at an election of directors, Any director may be removed by a\nmajority vote of the Board of directors at any regular meeting or special\nmeeting called for that purpose,\n\n          Section 5. Resignation. Any director may resign at any time by giving\n          ---------  -----------\nwritten notice of such resignation to the Board of Directors, the President, any\nVice President or the Secretary. Any such resignation shall take effect at any\ntime. specified therein, or, if no time be specified, upon receipt thereof by\nthe Board of Directors or one of the above named officers; and, unless specified\ntherein, the acceptance of such resignation shall not be necessary to make it\neffective,\n\n          Section 6. Annual or Special Meetings. An annual meeting of the Board\n          ---------  --------------------------\nof Directors shall be held at the termination of the annual meeting of the\nshareholders, for the purpose of electing officers and for the transaction of\nsuch other business as may properly come before the meeting. Special meetings of\nthe Board may be called by the President upon one (1) day's notice, verbally, or\nin writing; and such special meeting shall be called by the Secretary upon\nwritten request of any director. At any annual or special meeting of the Board,\na chairman of the meeting and a secretary of the meeting shall be elected.\n\n          Section 7. Place of Meeting. All meetings of the Board of Directors\n          ---------  ----------------\nshall be held at the principal office of the corporation, but may be held, on\nnotice given to each director, at any place designated in such notice, either\nwithin or without the State of Texas.\n\n          Section 8. Quorum. At any annual or special meeting of the Board of\n          ---------  ------\nDirectors, a majority of the Board of Directors shall constitute a quorum for\nthe transaction of business. The majority of voices shall decide the vote of the\nBoard at any annual or special meeting.\n\n          Section 9. Informal Action. Any action required by law to be taken at\n          ---------  ---------------\na meeting of the Board of Directors of a corporation, or any action which may be\ntaken at a meeting of the Board of Directors, may be taken without a meeting if\na consent in writing, setting forth the action so taken, shall be signed by all\nof the members of the Board of Directors, and such consent\n\n                                                                              4.\n\n\n\nshall have the same force and effect as a unanimous vote of the Board of\nDirectors, and may be stated as such in any document or instrument filed with\nthe Secretary of State.\n\n          Section 10. Participation in Meeting. Members of the Board of\n          ----------  ------------------------\nDirectors may participate in and hold a meeting of such Board by means of\nconference telephone or similar communications equipment by means of which all\npersons participating in the meeting can hear each other, and participation in a\nmeeting pursuant to this Section 10 shall constitute presence in person at such\nmeeting, except where a person participates in the meeting for the express\npurpose of objecting to the transaction of any business on the ground that the\nmeeting is not lawfully called or convened.\n\n                                   ARTICLE IV\n                                   ----------\n\n                             COMMITTEES OF THE BOARD\n                             -----------------------\n\n          Section 1. Designation, Power, Alternate Members and Term of Office.\n          ---------  --------------------------------------------------------\nThe Board of Directors may, by resolution passed by a majority of the whole\nBoard, designate one or more committees, each committee to consist of two or\nmore of the directors of the Corporation. Any such committee, to the extent\nprovided in such resolution and to the extent allowed by law, shall have and may\nexercise the power of the Board of Directors in the management of the business\nand affairs of the Corporation, and may authorize the seal of the Corporation to\nbe affixed to all papers which may require it. The Board may designate one or\nmore directors as alternate members of any committee, who, in the order\nspecified by the Board, may replace any absent or disqualified member at any\nmeeting of the committee. If at a meeting of any committee one or more of the\nmembers thereof should be absent or disqualified, and if either the Board of\nDirectors has not so designated any alternate member or members, or the number\nof absent or disqualified members exceeds the number of alternate members who\nare present at such meeting, then the member or members of such committee\n(including alternates) present at any meeting and not disqualifed from voting,\nwhether or not he or they constitute a quorum, may unanimously appoint another\ndirector to act at the meeting in the place of any such absent or disqualified\nmember. The term of office of the members of each committee shall be as fixed\nfrom time to time by the Board, subject to these Bylaws; provided, however, that\n                                                         --------\nany committee member who ceases to be a member of the Board shall ipso facto\n                                                                  ---- -----\ncease to be a committee member. Each committee shall appoint a secretary, who\nmay be the Secretary of the Corporation or any Assistant Secretary thereof.\n\n          Section 2. Meetings, Notices and Records. Each committee may provide\n          ---------  -----------------------------\nfor the holding of regular meetings, with or\n\n                                                                              5.\n\n\n\nwithout notice, and may fix the time and place at which such meetings shall be\nheld. Special meetings of each committee shall be held upon call by or at the\ndirection of its chairman, or, if there is no chairman, by or at the direction\nof any two of its members, at the time and place specified in the respective\nnotices or waivers of notice thereof. Notice of each special meeting of a\ncommittee shall be mailed to each member of such committee, addressed to him at\nhis residence or usual place of business, at least two days before the day on\nwhich the meeting is to be held, or shall be sent by telegram, radio or cable,\naddressed to him at such place, or telephoned or delivered to him personally,\nnot later than the day before the day on which the meeting is to be held. Notice\nof any meeting of a committee need not be given to any member thereof who shall\nattend the meeting in person or who shall waive notice thereof by telegram,\nradio, cable or other writing. Notice of any adjourned meeting need not be\ngiven. Each committee shall keep a record of its proceedings.\n\n     Section 3.  Quorum and Manner of Acting. At each meeting of any committee\n     ---------   ---------------------------\nthe presence of one-third but not less than two of its members then in office\nshall be necessary and sufficient to constitute a quorum for the transaction of\nbusiness, and the act of a majority of the members present at any meeting at\nwhich a quorum is present shall be the act of such committee; in the absence of\na quorum, a majority of the members present at the time and place of any meeting\nmay adjourn the meeting from time to time until a quorum shall be present.\nSubject to the foregoing and other provisions of these Bylaws and except as\notherwise determined by the Board of Directors, each committee may make rules\nfor the conduct of its business. Any determination made in writing and signed by\nall the members of such committee shall be as effective as if made by such\ncommittee at a meeting.\n\n     Section 4.  Resignations. Any member of a committee may resign at any time\n     ---------   ------------\nby giving written notice of such resignation to the Board of Directors, the\nChairman of the Board, the President or the Secretary of the Corporation. Unless\notherwise specified in such notice, such resignation shall take effect upon\nreceipt thereof by the Board or any such officer.\n\n     Section 5.  Removal. Any member of any committee may be removed at any time\n     ---------   -------\nby the Board of Directors with or without cause.\n\n     Section 6.  Vacancies. If any vacancy shall occur in any committee by\n     ---------   ---------\nreason of death, resignation, disqualification, removal or otherwise, the\nremaining members of such committee, though less than a quorum, shall continue\nto act until such vacancy is filled by the Board of Directors.\n\n                                                                              6.\n\n\n\n     Section 7.  Compensation. Committee members shall receive such reasonable\n     ---------   ------------\ncompensation for their services as such, whether in the form of salary or a\nfixed fee for attendance at meetings, with expenses, if any, as the Board of\nDirectors may from time to time determine. Nothing herein contained shall be\nconstrued to preclude any committee member from serving the Corporation in any\nother capacity and receiving compensation therefor.\n\n                                    ARTICLE V\n                                    ---------\n\n                                    OFFICERS\n                                    --------\n\n     Section 1.  Number. The officers of the corporation shall be a President,\n     ---------   ------\none or more Vice Presidents, a Secretary, a Treasurer and, if the Board of\nDirectors so determines, a Chairman of the Board, and such other officers as may\nbe appointed in accordance with the provisions of Section 3 of this ARTICLE V.\n\n     Section 2.  Election and Term of Office. Each officer (except such officers\n     ---------   ---------------------------\nas may be appointed in accordance with the provisions of Section 3 of this\nARTICLE V) shall be elected by the Board of Directors. The Board of Directors\nmay combine any two or more offices to be held by the same person. Each officer\n(whether elected at the first meeting of the Board of Directors after the annual\nmeeting of shareholders or to fill a vacancy or otherwise) shall hold his office\nuntil the first meeting of the Board of Directors after the next annual meeting\nof shareholders and until his successor shall have been elected, or until his\ndeath, or until he shall have resigned in the manner provided in Section 4 of\nthis ARTICLE V or shall have been removed in the manner provided in Section 5 of\nthis ARTICLE V.\n\n     Section 3.  Subordinate Officers and Agents. The Board of Directors from\n     ---------   -------------------------------\ntime to time may appoint other officers or agents (including one or more\nAssistant Vice Presidents, one or more Assistant Secretaries and one or more\nAssistant Treasurers) to hold office for such period, have such authority and\nperform such duties as are provided in these Bylaws or as may be provided in the\nresolutions appointing them. The Board of Directors may delegate to any officer\nor agent the power to appoint any such subordinate officers or agents and to\nprescribe their respective terms of office, authorities and duties.\n\n     Section 4.  Resignations. Any officer may resign at any time by giving\n     ---------   ------------\nwritten notice of such resignation to the Board of Directors, the President, a\nVice President or the Secretary. Unless otherwise specified in such written\nnotice, such resignation shall take effect upon receipt thereof by the Board of\nDirectors or any such officer.\n\n                                                                              7.\n\n\n\n              Section 5. Removal. Any officer specifically designated in Section\n              ---------  -------\n1 of this ARTICLE V may be removed at any time, either with or without cause, at\nany meeting of the Board of Directors by the vote of a majority of all the\ndirectors then in office. Any officer or agent appointed in accordance with the\nprovisions of Section 3 of this ARTICLE V may be removed, either with or without\ncause, by the Board of Directors at any meeting, by the vote of a majority of\nthe directors at such meeting, or by any superior officer or agent upon whom\nsuch power of removal shall have been conferred by the Board of Directors.\n\n              Section 6. Vacancies. A vacancy in any office by reason of death,\n              ---------  ---------\nresignation, removal, disqualification or any other cause shall be filled for\nthe unexpired portion of the term in the manner prescribed by these Bylaws for\nregular election or appointment to such office.\n\n              Section 7. Chief Executive Officer. The Chief Executive Officer of\n              ---------  -----------------------\nthe corporation shall be either the Chairman of the Board or the President, as\nthe Board of Directors shall determine. Subject to the direction of the Board of\nDirectors, he shall have general charge of the business, affairs and property of\nthe corporation and general supervision over its officers and agents. As such\nChief Executive Officer, if present, he shall preside at all meetings of\nshareholders and he shall see that all orders and resolutions of the Board of\nDirectors are carried into effect. He may sign, with any other officer thereunto\nduly authorized, certificates of stock of the corporation, the issuance of which\nshall have been duly authorized (the signature to which may be a facsimile\nsignature), and may sign and execute in the name of the corporation deeds,\nmortgages, bonds, contracts, agreements or other instruments duly authorized by\nthe Board of Directors except in cases where the signing and execution thereof\nshall be expressly delegated by the Board of Directors to some other officer or\nagent. From time to time he shall report to the Board of Directors all matters\nwithin his knowledge which the interest of the corporation may require to be\nbrought to its attention. He shall also perform such other duties as are given\nto him by these Bylaws or as from time to time may be assigned to him by the\nBoard of Directors.\n\n              Section 8. The Chairman of the Board. The Chairman of the Board,\n              ---------  -------------------------\nif one is appointed, shall preside at all meetings of the directors and shall\nhave such other powers and duties as shall be prescribed by the Board of\nDirectors. The Chairman of the Board shall be a member, ex officio, of all\ncommittees appointed by the Board.\n\n              Section 9. The President. The President, in the absence of the\n              ---------  -------------\nChairman of the Board, shall perform the duties and exercise the powers of the\nChairman of the Board; he shall\n\n                                                                              8.\n\n\n\nhave such power as may be by statute exclusively conferred upon the President\nand he shall have such other powers and duties as shall be prescribed by the\nBoard of Directors. The President shall be a member, ex officio, of all\ncommittees appointed by Board.\n\n              Section 10. The Vice Presidents. At the request of the President\n              ----------  -------------------\nor in his absence or disability, the Vice President designated by the President\n(or in the absence of such designation, the Vice President designated by the\nBoard of Directors) shall perform all the duties of the President and, when so\nacting, shall have all the powers of and be subject to all restrictions upon the\nPresident. Any Vice President may also sign, with any other officer thereunto\nduly authorized, certificates of stock the corporation, the issuance of which\nshall have been duly authorized (the signature to which may be a facsimile\nsignature), and may sign and execute in the name of the corporation deeds,\nmortgages, bonds and other instruments duly authorized by the Board of\nDirectors, except in cases where the signing and execution thereof shall be\nexpressly delegated by the Board of Directors to some other officer or agent.\nEach Vice President shall perform such other duties as are given to him by these\nBylaws or as from time to time may be assigned to him by the Board of Directors\nor the Chief Executive Officer.\n\n              Section 11. The Secretary. The Secretary shall\n              ----------  -------------\n\n                   (a) record all the proceedings of the meetings of the\n              shareholders, the Board of Directors, and any committees in a book\n              or books to be kept for that purpose;\n\n                   (b) cause all notices to be duly given in accordance with the\n              provisions of these Bylaws and as required by statute;\n\n                   (c) whenever any committee shall be appointed in pursuance of\n              a resolution of the Board of Directors, furnish the chairman of\n              such committee with a copy of such resolution;\n\n                   (d) be custodian of the records and of the seal of the\n              corporation, and cause such seal to be affixed to all certificates\n              representing stock of the corporation prior to the issuance\n              thereof and to all instruments the execution of which on behalf of\n              the corporation under its seal shall have been duly authorized;\n\n                   (e) see that the lists, books, reports, statements,\n              certificates and other documents and\n\n                                                                              9.\n\n\n\n          records required by statute are properly kept and filed;\n\n               (f) have charge of the stock and transfer books of the\n          corporation, and exhibit such stock book at all reasonable times to\n          such persons as are entitled by statute to have access thereto;\n\n               (g) sign (unless the Treasurer or an Assistant Secretary or an\n          Assistant Treasurer shall sign) certificates representing stock of the\n          corporation the issuance of which shall have been duly authorized (the\n          signature to which may be a facsimile signature); and\n\n               (h) in general, perform all duties incident to the office of\n          Secretary and such other duties as are given to him by these Bylaws\n          or as from time to time may be assigned to him by the Board of\n          Directors or the Chief Executive Officer.\n\n          Section 12. Assistant Secretaries. At the request of the Secretary or\n          ----------  ---------------------\nin his absence or disability, the Assistant Secretary designated by him (or in\nthe absence of such designation, the Assistant Secretary designated by the Board\nof Directors or the Chief Executive Officer) shall perform all the duties of the\nSecretary, and, when so acting, shall have all the powers of and be subject to\nall restrictions upon the Secretary. The Assistant Secretaries shall perform\nsuch other duties as from time to time may be assigned to them respectively by\nthe Board of Directors, the Chief Executive Officer or the Secretary.\n\n          Section 13. The Treasurer. The Treasurer shall\n          ----------  -------------\n\n               (a) have charge of and supervision over and be responsible for\n          the funds, securities, receipts and disbursements of the corporation;\n\n               (b) cause the moneys and other valuable effects of the\n          corporation to be deposited in the name and to the credit of the\n          corporation in such banks or trust companies or with such bankers or\n          other depositaries as the Board of Directors may select or to be\n          otherwise dealt with in such manner as the Board of Directors may\n          direct;\n\n               (c) cause the funds of the corporation to be disbursed by checks\n          or drafts upon the authorized depositaries of the corporation, and\n          cause to be taken and preserved proper vouchers for all moneys\n          disbursed;\n\n                                                                             10.\n\n\n\n               (d) render to the Board of DIrectors or the Chief Executive\n          Officer, whenever requested, a statement of the financial condition of\n          the corporation and of all his transactions as a Treasurer;\n\n               (e) cause to be kept at the corporation's principal office\n          correct books of account of all its business and transactions and such\n          duplicate books of account as he shall determine and upon application\n          cause such books or duplicates thereof to be exhibited to any\n          director;\n\n               (f) be empowered, from time to time, to require from the officers\n          or agents of the corporation reports or statements giving such\n          information as he may desire with respect to any and all financial\n          transactions of the corporation;\n\n               (g) sign (unless the Secretary or an Assistant Secretary or an\n          Assistant Treasurer shall sign) certificates representing stock of the\n          corporation the issuance of which shall have been duly authorized (the\n          signature to which may be a facsimile signature); and\n\n               (h) in general, perform all duties incident to the office of\n          Treasurer and such other duties as are given to him by these Bylaws or\n          as from time to time may be assigned to him by the Board of Directors\n          or the Chief Executive Officer.\n\n               Section 14. Assistant Treasurers. At the request of the Treasurer\n               ----------  --------------------\nor in his absence or disability, the Assistant Treasurer designated by him (or\nin the absence of such designation, the Assistant Treasurer designated by the\nBoard of Directors or the Chief Executive Officer) shall perform all the duties\nof the Treasurer, and, when so acting, shall have all the powers and be subject\nto all restrictions upon the Treasurer. The Assistant Treasurers shall perform\nsuch other duties as from time to time may be assigned to them respectively by\nthe Board of Directors, the Chief Executive Officer or the Treasurer.\n\n               Section 15. Salaries. The salaries of the officers of the\n               ----------  --------\ncorporation shall be fixed from time to time by the Board of Directors, except\nthat the Board of Directors may delegate to any person the power to fix the\nsalaries or other compensation of any officers or agents appointed in accordance\nwith the provisions of Section 3 of this ARTICLE V. No officer shall be\nprevented from receiving such salary by reason of the fact that he is also a\ndirector of the corporation.\n\n                                                                             11.\n\n\n\n     Section 16. Surety Bonds. If the Board of Directors shall so require, any\n     ----------  ------------\nofficer or agent of the corporation shall execute to the corporation a bond in\nsuch sum and with such surety or sureties as the Board of Directors may direct,\nconditioned upon the faithful discharge of his duties, including responsibility\nfor negligence and for the accounting for all property, funds or securities of\nthe corporation which may come into his hands.\n\n                                   ARTICLE VI\n                                   ----------\n\n                                  CAPITAL STOCK\n                                  -------------\n\n     Section 1. Subscriptions. Subscriptions to the capital stock of the\n     ---------  -------------\ncorporation shall be paid in such manner and at such time as the Board of\nDirectors may require, and failure to pay any installment when required shall\nwork a forfeiture of the stock so in arrears. No stock, however, shall be\ndeclared forfeited by the directors until after notice in writing shall have\nbeen given to such shareholder in person or by mail directed to his last\naddress as the same appears upon the books of the company, which notice shall\nrequire the shareholder to make payment at the time and place specified in such\nnotice, and stating that if he fails to make such payment his stock and all\ndividends thereon will be forfeited for the use of the corporation, which notice\nmust be given at least thirty (30) days prior to the date such stock will be\ndeclared forfeited.\n\n     Section 2. Payment. The Board of Directors may in its discretion accept\n     ---------  -------\nproperty, real or personal, in payment for stock and may issue stock in\nconsideration of labor performed.\n\n     Section 3. Certificates. Certificates of stock shall be numbered in the\n     ---------  ------------\norder issued and shall be signed by the President and countersigned by the\nSecretary and shall bear the imprint of the corporate seal. All certificates\nshall be bound in book form and shall be issued therefrom consecutively, and on\nthe stub of such book shall be entered the name and address of the person owning\nthe shares represented by each certificate issued, with a statement of the\nnumber of shares represented by such certificate and the date of its issuance.\nNo certificate shall be issued for any share of stock until such share has been\nfully paid up.\n\n     Section 4. Transfers. Transfers of shares shall be made only on the books\n     ---------  ---------\nof the corporation by the holder in person, and if made by any other person his\nauthority to do so shall be evidenced by power of attorney from the owner; and\nno certificate shall be issued until the older certificates have been\nsurrendered and cancelled. All certificates returned or exchanged shall be\nimmediately marked \"cancelled\" and the date of such cancellation noted on such\ncertificate by the Secretary, and the certificate\n\n                                                                             12.\n\n\n\nthus cancelled shall be pasted into said book opposite the stub bearing\nmemoranda of its original issuance.\n\n     Section 5. Lost Certificate. In the event an original certificate shall\n     ---------  ----------------\nhave been lost by the shareholder it shall be the privilege of the corporation\nto demand an adequate bond of indemnity before issuing stock, by the owner; and\nwhere there shall be conflicting claim as to the ownership of stock the\ncorporation may refuse to make a transfer until such conflicting claims shall\nhave been adjusted by litigation or otherwise.\n\n     Section 6. Dividends. Dividends may be declared and paid out of the net\n     ---------  ---------\nprofits of the corporation whenever in the judgment of the Board of Directors\nsuch dividends may be declared without impairing the corporation's business\noperations. The Board of Directors may, if it deems it in the best interest of\nthe corporation, declare no dividends but permit the profits to accumulate for\nuse in the corporation's business or to enable it to purchase any of its own\ncapital stock.\n\n                                   ARTICLE VII\n                                   -----------\n\n                                      SEAL\n                                      ----\n\n     Section 1. Seal. The seal of the corporation shall bear the full corporate\n     ---------  ----\nname of the corporation, with the word \"Seal\" noted thereon; provided, however,\nthat if the full corporate name is too long, it may be abbreviated in the seal.\n\n                                  ARTICLE VIII\n                                  ------------\n\n                      INDEMNITY FOR OFFICERS AND DIRECTORS\n                      ------------------------------------\n\n     Section 1. Indemnification. The corporation agrees to indemnify each person\n     ---------  ---------------\nwho is an officer or director of the corporation or any person who was an\nofficer or director of the corporation against expenses which such person has\nreasonably incurred, including, but not limited to, attorneys' fees in\nconnection with any action, suit, or proceeding in which such person has or may\nbe made a party by reason of his having been such director or officer, except in\nrelation to such matters as to which he shall be adjudged in such action, suit\nor proceedings to have been derelict in the performance of his duty as such\ndirector or officer; provided, however, that in the event of the settlement of\nsuch action, suit or proceeding such person shall be indemnified by the\ncorporation against such expense incurred by such person only to such extent, if\nany, as may be determined in or in connection with such settlement, and then\nonly if such determination shall have been approved by a court of competent\njurisdiction or by resolution duly adopted by a majority of the whole Board of\nDirectors of the corporation, and no director included in such\n\n                                                                             13.\n\n\n\nmajority shall have or shall at any time have had any financial interest adverse\nto the corporation in the action, suit or proceeding or the subject matter or\nthe outcome thereof. The foregoing right of indemnification shall not be\nexclusive of other rights to which any person who is a director or officer of\nthe corporation may be entitled as a matter of law or otherwise, nor shall it be\na derogation of the liability of such officer and director as imposed by the\nTexas Business Corporation Act.\n\n                                   ARTICLE IX\n                                   ----------\n\n                                   AMENDMENTS\n                                   ----------\n\n          Section 1.  Amendment by Board of Directors. The Board of Directors\n          ---------   -------------------------------\nshall have power to make, amend, or repeal these Bylaws by vote of a majority of\nall the directors at any annual or special meeting, provided notice of intention\nto make such changes at said meeting shall have been previously given to each\ndirector, and may be made without such notice by a unanimous vote of all\ndirectors. Where the Bylaws are amended or repealed by the Board of Directors, a\nnotice of such change, setting forth the nature thereof, shall be mailed to each\nshareholder at the address which shall appear upon the books of the corporation,\nwithin ten (10) days after such amendment or repeal.\n\n          Section 2.  Amendment by Shareholders. These Bylaws shall be subject\n          ---------   -------------------------\nto amendment, alteration or repeal at any annual meeting of the shareholders or\nat any special meeting called for that purpose.\n\n\nATTEST:\n\n\n\/s\/ A. W. Pierce III\n----------------------------\n         Secretary\n\n                                                                             14.\n\n\n\n                                 FIRST AMENDMENT\n\n                                       TO\n\n                                     BYLAWS\n\n                                       OF\n\n                                  URCARCO, INC.\n\n     By Resolution No. 2 adopted by unanimous written consent of the Board of\nDirectors at a Special Meeting Held Effective as of January 8, 1988, the Board\nof Directors of URCARCO, INC. amended Section 1 of Article III of the Bylaws of\nthe Corporation to specify that the number of directors shall be not less than\nthree (3) nor more than fifteen (15). Subsequently, at the Annual Meeting of the\nShareholders of the Corporation held on January 19, 1988, the Shareholders also\nadopted and ratified the same Amendment to the Bylaws of the Corporation.\nAccordingly, Section 1 of Article III of the Bylaws is hereby amended to read as\nfollows:\n\n          \"Section 1.  Number. The number of directors constituting the entire\n                       ------\n     Board of Directors of the Company shall be not less than three (3), nor\n     more than fifteen (15).\"\n\n     Dated this the 19\/th\/ day of January, 1988.\n\n\n                                            URCARCO, INC.\n\n\n\n                                            By \/s\/ A. W. Pierce, III\n                                               -------------------------------\n                                               A. W. Pierce, III\n                                               Its Secretary\n\n\n\n                               AmeriCredit Corp.\n\n                                BYLAW AMENDMENTS\n\n                            adopted August 28, 1997\n\n\n     1.   Amendment to Bylaws to require advance written notice of nominations\n          --------------------------------------------------------------------\nof Directors.\n------------\n\n\n          New Section 11 is added to Article II of the Bylaws:\n\n          Section 11.  Stockholder Nomination of Director Candidates.\n\n          (1) Only persons who are nominated in accordance with the procedures\n     set forth in these Bylaws shall be eligible to serve as Directors.\n     Nominations of persons for election to the Board of Directors of the\n     Corporation may be made at a meeting of stockholders (a) by or at the\n     direction of the Board of Directors or (b) by any stockholder of the\n     Corporation who is a stockholder of record at the time of giving of notice\n     provided for in this Bylaw, who shall be entitled to vote for the election\n     of directors at the meeting and who complies with the notice procedures set\n     forth in this Bylaw.\n\n          (2) Nominations by stockholders shall be made pursuant to timely\n     notice in writing to the Secretary of the Corporation. To be timely, a\n     stockholder's notice shall be delivered to or mailed and received at the\n     principal executive offices of the Corporation (a) in the case of an annual\n     meeting, not less than 60 days nor more than 90 days prior to the first\n     anniversary of the preceding year's annual meeting; provided, however, that\n     in the event that the date of the annual meeting is changed by more than 30\n     days from such anniversary date, notice by the stockholder to be timely\n     must be so received not later than the close of business on the 10th day\n     following the earlier of the date on which notice of the date of the\n     meeting was mailed or public disclosure was made, and (b) in the case of a\n     special meeting at which directors are to be elected, not later than the\n     close of business on the 10th day following the earlier of the day on which\n     notice of the date of the meeting was mailed or public disclosure was made.\n     Such stockholder's notice shall set forth (a) as to each person whom the\n     stockholder proposes to nominate for election or reelection as a director\n     all information relating to such person that is required to be disclosed in\n     solicitations of proxies for election of directors, or is otherwise\n     required, in each case pursuant to Regulation 14A under the Securities\n     Exchange Act of 1934, as amended (including such person's written consent\n     to being named in the proxy statement as a nominee and to serving as a\n     director if elected); (b) as to the stockholder giving the notice (i) the\n     name and address, as they appear on the Corporation's books, of such\n     stockholder and (ii) the class and number of shares of the Corporation\n     which are beneficially owned\n\n                                        1\n\n\n\n  by such stockholder and also which are owned of record by such stockholder;\n  and (c) as to the beneficial owner, if any, on whose behalf the nomination is\n  made, (i) the name and address of such person and (ii) the class and number of\n  shares of the Corporation which are beneficially owned by such person. At the\n  request of the Board of Directors, any person nominated by the Board of\n  Directors for election as a director shall furnish to the Secretary of the\n  Corporation that information required to be set forth in a stockholder's\n  notice of nomination which pertains to the nominee.\n\n         (3) No person shall be eligible to serve as a director of the\n  Corporation unless nominated in accordance with the procedures set forth in\n  this Bylaw. The Chairman of the meeting shall, if the facts warrant, determine\n  and declare to the meeting that a nomination was not made in accordance with\n  the procedures prescribed by these Bylaws, and if he should so determine, he\n  shall so declare to the meeting and the defective nomination shall be\n  disregarded. Notwithstanding the foregoing provisions of this Bylaw, a\n  stockholder shall also comply with all applicable requirements of the\n  Securities Exchange Act of 1934, as amended, and the rules and regulations\n  thereunder with respect to the matters set forth in this Bylaw.\n\n  2.  Amendment to Bylaws to require advance written notice of matters to be\n      ----------------------------------------------------------------------\nbrought before the stockholders.\n-------------------------------\n\n      New Section 12 is added to Article II of the Bylaws:\n\n      Section 12. Notice of Stockholder Business.\n\n         (1) At an annual meeting of the stockholders, only such business shall\n  be conducted as shall have been brought before the meeting (a) pursuant to the\n  Corporation's notice of meeting, (b) by or at the direction of the Board of\n  Directors or (c) by any stockholder of the Corporation who is a stockholder of\n  record at the time of giving of the notice provided for in this Bylaw, who\n  shall be entitled to vote at such meeting and who complies with the notice\n  procedures set forth in this Bylaw.\n\n         (2) For business to be properly brought before an annual meeting by a\n  stockholder pursuant to clause (c) of paragraph 1 of this Bylaw, the\n  stockholder must have given timely notice thereof in writing to the Secretary\n  of the Corporation. To be timely, a stockholder's notice must be delivered to\n  or mailed and received at the principal executive offices of the Corporation\n  not less than 60 days nor more than 90 days prior to the first anniversary of\n  the preceding year's annual meeting; provided, however, that in the event that\n  the date of the meeting is changed by more than 30 days from such anniversary\n  date, notice by the stockholder to be timely must be received no later than\n  the close of business on the 10th day following the earlier of the day on\n  which notice of the\n\n                                       2\n\n\n\ndate of the meeting was mailed or public disclosure was made.  A stockholder's\nnotice to the secretary shall set forth as to each matter the stockholder\nproposes to being before the meeting (a) a brief description of the business\ndesired to be brought before the meeting and the reasons for conducting such\nbusiness at the meeting, (b) the name and address, as they appear on the\nCorporation's books, of the stockholder proposing such business, and the name\nand address of the beneficial owner, if any, on whose behalf the proposal is\nmade, (c) the class and number of shares of the Corporation which are owned\nbeneficially and of record by such stockholder of record and by the beneficial\nowner, if any, on whose behalf the proposal is made and (d) any material\ninterest of such stockholder of record and the beneficial owner, if any, on\nwhose behalf the proposal is made in such business\n\n        (3)     Notwithstanding anything in these Bylaws to the contrary, no\nbusiness shall be conducted at an annual meeting except in accordance with the\nprocedures set forth in this Bylaw.  The Chairman of the meeting shall, if the\nfacts warrant, determine and declare to the meeting that business was not\nproperly brought before the meeting and in accordance with the procedures\nprescribed by these Bylaws, and if he should so determine, he shall so declare\nto the meeting and any such business not properly brought before the meeting\nshall not be transacted.  Notwithstanding the foregoing provisions of this\nBylaw, a stockholder shall also comply with all applicable requirements of the\nSecurities Exchange Act of 1934, as amended, and the rules and regulations\nthereunder with respect to the matters set forth in this Bylaw.\n\n                                       3\n\n\n\n     3.   Amendment to Bylaws to delete requirement that shareholders be\n          --------------------------------------------------------------\nprovided with written notice of amendments to the Bylaws.\n---------------------------------------------------------\n\n\n          Section 1 under Article IX of the Bylaws is hereby amended by deleting\n                                                                        --------\n     the following sentence from such Section:\n\n          \"Where the Bylaws are amended or repealed by the Board of Directors, a\n          notice of such change, setting forth the nature thereof shall be\n          mailed to each shareholder at the address which shall appear upon the\n          books of the corporation, within ten (10) days after such amendment or\n          repeal.\"\n\n\n\n     WHEREAS, the foregoing Bylaw Amendments were adopted by the Board of\nDirectors of AmeriCredit Corp. on this the 28th day of August, 1997.\n\n\n\n                                                        \/s\/ Chris A. Choate\n                                                        ------------------------\n                                                        Chris A. Choate\n                                                        Secretary\n\n\n                                       4\n\n\n\n                                   EXHIBIT \"A\"\n\n     Section 1 of Article III of the Bylaws is amended to read in its entirety\nas follows:\n\n     Section 1. Number and Term. The number of directors which shall constitute\n     ---------  ---------------\nthe whole Board of Directors shall be not less than three (3) nor more than\nfifteen (15), the exact number to be fixed from time to time by resolution of\nthe Board of Directors. The directors shall be classified, with respect to the\ntime for which they severally hold office, into three classes, as nearly equal\nin number as possible, one class to be originally elected at the annual meeting\nof shareholders to be held in 1999 for a term expiring at the annual meeting of\nshareholders to be held in 2000, another class to be originally elected at the\nannual meeting of shareholders to be held in 1999 for a term expiring at the\nannual meeting of shareholders to be held in 2001, and another class to be\noriginally elected at the annual meeting of shareholders to be held in 1999 for\na term expiring at the annual meeting of shareholders to be held in 2002, with\neach class to hold office until its successors are elected and qualified. At\neach annual meeting of shareholders occurring after the 1999 annual meeting of\nshareholders, the successors of the class of directors whose term expires at\nthat meeting shall be elected to hold office for a term expiring at the annual\nmeeting of shareholders held in the third year following the year of their\nelection. No decrease in the number of directors constituting the Board of\nDirectors shall shorten the term of any incumbent director.\n\n          Section 2 and Section 4 of Article III of the Bylaws are each deleted\nin its entirety.\n\n          The foregoing amendments to the Bylaws of AmeriCredit Corp. were\n adopted by the Board of Directors by Unanimous Written Consent dated September\n 7, 1999.\n\n\n                                               \/s\/ Chris A. Choate\n                                              --------------------------\n                                              Chris A. Choate\n                                              Secretary\n\n                                        4\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6685],"corporate_contracts_industries":[9416],"corporate_contracts_types":[9573,9574],"class_list":["post-41573","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-americredit-corp","corporate_contracts_industries-financial__credit","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\/41573","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=41573"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41573"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41573"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41573"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}