Form 12-4

This form includes provisions commonly found in the bylaws of a corporation. See various Texas Business Organizations Code (TBOC) sections for additional provisions to tailor the bylaws to the needs of the corporation. For example, see sections 3.251–.255 for governance during emergencies; see section 21.201(b) regarding shares held by nominees; and add appropriate provisions as needed.

Bylaws
of
[name of corporation]

(A Texas Corporation)

Article 1 

Offices

1.1Registered Office.  The registered office and registered agent of [name of corpora­tion] (the “Corporation”) will be as set forth in the Corporation’s certificate of formation. The Corporation may change its registered office, registered agent, or both by filing a statement of change with the secretary of state of the state of Texas.

1.2Other Offices. The Corporation may also have offices at other places, both within and outside the state of Texas, as the board of directors determines or as the business of the Corporation requires.

Article 2 

Shareholders

2.1Place of Meetings. All meetings of the shareholders for the election of directors will be held at a place, within or outside the state of Texas, fixed by the board of directors. Meetings of shareholders for any other purpose will be held at a time and place, within or out­side the state of Texas, stated in the notice of the meeting or in a duly executed waiver of notice. The board of directors may determine that any meeting may be held solely by remote communication in accordance with Texas law.

2.2Annual Meeting. An annual meeting of the shareholders will be held at a time determined by the board of directors. At that meeting, the shareholders will elect a board of directors and transact any other business properly brought before the board.

2.3List of Shareholders. A complete list, arranged in alphabetical order, of the share­holders entitled to vote at the meeting, along with each shareholder’s address, the type and number of shares held by each shareholder, and the number of votes to which each share­holder is entitled (if different from the number of shares), will be prepared by the officer or agent in charge of the share transfer records at least eleven days before the date of each share­holders’ meeting. The list will be kept on file at the registered office or principal executive office of the Corporation for a period of at least ten days before the date of the meeting and will be subject to inspection by any shareholder at any time during usual business hours.

Alternatively, the list of shareholders may be kept on a reasonably accessible electronic network, if the information required to gain access to the list is provided with the notice of the meeting. The Corporation is not required to include any electronic contact information of any shareholder on the list. If the Corporation elects to make the list available on an electronic net­work, the Corporation will take reasonable steps to ensure that the information is available only to shareholders of the Corporation. The list will be produced and kept open at the place and for the duration of the meeting and will be subject to inspection by any shareholder pres­ent. If the meeting is held by remote communication, the list must be open to the examination of any shareholder for the duration of the meeting on a reasonably accessible electronic net­work, and the information required to access the list must be provided to shareholders with the notice of the meeting. The original share transfer records will be prima facie evidence of who is entitled to examine the list or transfer records or to vote at any such meeting of sharehold­ers.

2.4Special Meetings. Special meetings of the shareholders (unless otherwise pre­scribed by law, the certificate of formation, or these bylaws) may be called by the president or the board of directors [include if applicable: or [name[s] of other person[s] authorized]] or will be called by the president or secretary at the written request of the holders of not more than [10 percent/[percent] percent] of all the shares issued, outstanding, and entitled to vote (unless a different percentage is specified in the certificate of formation). The request will state the purposes of the proposed meeting. Business transacted at all special meetings will be confined to the purposes stated in the notice of the meeting unless all shareholders entitled to vote are present and consent otherwise.

2.5Notice. Written or printed notice stating the place, day, and time of any meeting of the shareholders, the means of any remote communications by which shareholders may be considered present and may vote at the meeting, and, in case of a special meeting, the pur­poses for which the meeting is called will be given not less than ten nor more than sixty days before the meeting. The notice will be given in person, by electronic transmission, or by mail at the direction of the president, the secretary, or any other person calling the meeting to each shareholder of record entitled to vote at the meeting. If mailed, the notice will be deemed given when deposited in the United States mail, addressed to the shareholder at the share­holder’s address as it appears on the share transfer records of the Corporation, with postage prepaid. If transmitted by facsimile or electronic message, the notice will be deemed given when the facsimile or electronic message is transmitted to a facsimile number or an electronic message address provided by the shareholder, or to which the shareholder has consented, for the purpose of notice.

2.6Quorum. With respect to any matter at a shareholders’ meeting, the presence in person or by proxy at the meeting of the holders of [a majority/[other amount]] of the shares entitled to vote will be necessary and sufficient to constitute a quorum for the transaction of business except as otherwise provided by law, the certificate of formation, or these bylaws. If, however, a quorum is not represented at any meeting of the shareholders, the shareholders entitled to vote at the meeting, present in person or represented by proxy, will have the power to adjourn the meeting without notice (other than announcement at the meeting) until a quo­rum is represented. If the adjournment is for more than thirty days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the meeting. At a rescheduled meeting at which a quorum is represented, any business may be transacted that might have been trans­acted at the meeting as originally notified.

2.7Voting. When a quorum is present at any meeting of the Corporation’s sharehold­ers, the vote of the holders of [a majority/[other amount]] of the shares entitled to vote on any question brought before the meeting will be sufficient to decide that question, provided that if the question is one on which by express provision of law, the certificate of formation, or these bylaws a different vote is required, that express provision governs the decision of the ques­tion.

2.8Method of Voting. Each outstanding share of the Corporation’s capital stock, regardless of class or series, will be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or series are limited or denied by the certificate of formation. At any meeting of the shareholders, every shareholder having the right to vote will be entitled to vote in person or by proxy exe­cuted in writing by the shareholder and bearing a date not more than eleven months before the meeting, unless the proxy provides for a longer period. A telegram, telex, cablegram, or other form of electronic transmission, including telephonic transmission, by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, will be treated as an execution in writing. Any electronic transmission must con­tain or be accompanied by information from which it can be determined that the transmission was authorized by the shareholder. Each proxy will be revocable unless it conspicuously pro­vides that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. Each proxy will be filed with the secretary of the Corpo­ration before or at the time of the meeting. Voting for directors will be in accordance with arti­cle 3 of these bylaws. Voting on any question or in any election may be by voice vote or show of hands unless the presiding officer orders or any shareholder demands that voting be by written ballot.

2.9Record Date; Closing Transfer Records. The board of directors may fix in advance a record date for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders. The record date must be not less than ten nor more than sixty days before the meeting. The board of directors may close the share transfer records for this pur­pose for a period of not less than ten nor more than sixty days before the meeting. In the absence of any action by the board of directors, the date on which the notice of the meeting is given will be the record date.

2.10Action without Meeting

a.Any action required by law or permitted to be taken at a meeting of the share­holders may be taken without a meeting, without prior notice, or without a vote, if a consent in writing, setting forth the action taken, is signed by the holders of all shares necessary to take the action or if permitted by the certifi­cate of formation by the holders of shares having not less than the minimum number of votes necessary to take the action at a meeting.

b.Every written consent of the shareholders must bear the date of signature. No written consent will be effective to take the action that is the subject of the consent unless, within sixty days after the date of the earliest dated consent delivered to the Corporation as provided below, a consent signed by the hold­ers of shares having not less than the minimum number of votes necessary to take the action that is the subject of the consent is delivered to the Corpora­tion. Delivery must be made by hand or by certified or registered mail, return receipt requested, and, in the case of delivery to the Corporation’s principal place of business, addressed to the president of the Corporation.

c.An electronic transmission by a shareholder or a photographic, photostatic, facsimile, or similarly reliable reproduction of a writing signed by a share­holder is regarded as signed by the shareholder for the purposes of this sec­tion of the bylaws. An electronic transmission by a shareholder consenting to an action to be taken is considered to be written, signed, and dated if the transmission sets forth or is delivered with information from which the Cor­poration can determine that the transmission was transmitted by the share­holder and the date on which it was transmitted. The date of transmission is the date on which the consent was signed. If the consent is not solicited by the Corporation or its board of directors, consent given by electronic transmis­sion will not be considered delivered until the consent is reproduced in paper form and delivered to the Corporation (i) at its registered office or its princi­pal place of business, addressed to the president of the Corporation, or (ii) to an officer or agent of the Corporation having custody of the records of share­holder meetings. If the consent is solicited by the Corporation or its board of directors, consent given by electronic transmission may be delivered to the Corporation in the manner described in the preceding sentence or in any other manner provided by resolution of the board of directors of the Corporation. Any photographic, photostatic, facsimile, or similarly reliable reproduction of a consent in writing signed by a shareholder may be substituted for the original writing for any purpose for which the original writing could be used, if the reproduction is a complete reproduction of the original writing.

d.Prompt notice of any action taken by shareholders without a meeting by less than unanimous written consent, if permitted, must be given to those share­holders who did not consent in writing to the action, but advance notice is not required.

2.11Telephone or Remote Communication Meetings. Shareholders may participate in and hold a meeting by means of a conference telephone or other similar means of remote com­munication equipment so that all participants in the meeting can communicate with each other. Participation in such a meeting will constitute presence at the meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting had not been lawfully called or convened. If vot­ing takes place at such a meeting, the Corporation must (a) implement reasonable measures to verify that each person considered present and permitted to vote at the meeting is a share­holder and (b) maintain a record of any vote or other action taken at the meeting.

Article 3 

Board of Directors

3.1Management. The business and affairs of the Corporation will be managed by or under the direction of the board of directors, who may exercise all such powers of the Corpo­ration and do all such lawful acts not directed or required by law, the certificate of formation, or these bylaws to be exercised by the shareholders.

3.2Qualification; Election; Term. None of the directors need be a shareholder of the Corporation or a resident of the state of Texas. The directors will be elected by [plurality vote/[describe type of vote]] at the annual meeting of the shareholders, except as hereinafter pro­vided. Each elected director will hold office until whichever of the following occurs first: (a ) a successor is elected and qualified, (b) resignation, (c) removal from office by the sharehold­ers, or (d) death.

3.3Number. The number of directors of the Corporation will be at least [one/[num­ber]] and not more than [number]. The number of directors will be fixed as the board of direc­tors may designate, or, if no designation has been made, the number of directors will be the same as the number of members of the initial board of directors as set forth in the certificate of formation. No decrease in the number of directors will shorten the term of any incumbent director.

3.4Removal. Any director may be removed with or without cause at any special meet­ing of shareholders by the affirmative vote of a majority of shares of the shareholders present in person or represented by proxy at the meeting and entitled to vote for the election of a director, provided that notice of intention to act on the matter has been given in the notice call­ing the meeting.

3.5Vacancies. Any vacancy occurring in the initial board of directors before the issu­ance of shares may be filled by an affirmative vote or written consent of a majority of the remaining directors even if the remaining directors constitute less than a quorum of the board of directors. A vacancy occurring in the board of directors after the issuance of shares may be filled by election at an annual or special meeting of shareholders called for that purpose or by the affirmative vote of the majority of the remaining directors, even if the remaining directors constitute less than a quorum. The term of a director elected to fill a vacancy will be the unex­pired term of his predecessor in office. A directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office only until the next election of one or more directors by the shareholders. A vacancy in a director position that the certificate of formation entitles the holders of a class or series of shares or group of classes or series of shares to elect may be filled only by the affirmative vote of the majority of the directors then in office elected by class, series, or group; by the sole remaining director elected in that manner; or by the affirmative vote of the holders of the outstanding shares of the class, series, or group.

3.6Place of Meetings. Regular or special meetings of the board of directors may be held at any place within or outside the state of Texas as fixed by the board of directors.

3.7Annual Meeting. The first meeting of each newly elected board of directors will be held without further notice immediately following the annual meeting of shareholders and at the same place, unless the directors then elected and serving change the time or place by unan­imous consent.

3.8Regular Meetings. Regular meetings of the board of directors may be held without notice at any time and place determined by resolution of the board of directors. Except as may be otherwise expressly provided by law, the certificate of formation, or these bylaws, neither the business to be transacted nor the purpose of any regular meeting need be specified in a notice or waiver of notice.

3.9Special Meetings. Special meetings of the board of directors may be called by the [chair/president] on oral or written notice to each director, given either personally, by tele­phone, by mail, or (if consented to by the director) by electronic transmission. Special meet­ings will be called by the president, the secretary, or any other person authorized in like manner and on like notice [on the written request of at least two directors/[describe other pro­cedure as prescribed in bylaws]]. Except as may be otherwise expressly provided by law, the certificate of formation, or these bylaws, neither the business to be transacted nor the purpose of any special meeting need be specified in a notice or waiver of notice.

3.10Quorum and Action by Directors. At all meetings of the board of directors the pres­ence of a majority of the directors then in office will be necessary and sufficient to constitute a quorum for the transaction of business. The affirmative vote of at least a majority of the direc­tors present at any meeting at which there is a quorum at the time of the act will be the act of the board of directors, except as may be otherwise specifically provided by law, the certificate of formation, or these bylaws. If a quorum is not present at any meeting of the board of direc­tors, the directors present may adjourn the meeting without notice other than announcement at the meeting until a quorum is present.

3.11Interested Directors. No contract or transaction between the Corporation and one or more of the directors or officers, or one or more affiliates or associates of one or more directors or officers of the Corporation, or between the Corporation and any other entity in which one or more of the directors or officers, or one or more affiliates or associates of one or more directors or officers of the Corporation, is a managerial official or has a financial interest will be void or voidable for this reason if (a) the material facts of the relationship or interest and of the contract or transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorizes the contract or transaction by the approval of a majority of the disinterested directors or committee members, even though the disinterested directors or committee members are less than a quorum; (b) the material facts of the relationship or interest and of the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is spe­cifically approved in good faith by vote of the shareholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the board of directors, a committee thereof, or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee that authorizes the contract or transaction. A person who has the relationship or interest (a) may be present at or participate in and, if the person is a director or committee member, may vote at a meeting of the board of directors or of a committee that authorizes the contract or transaction or (b) may sign, in the person’s capacity as a director or committee member, a unanimous written consent of directors or committee members to authorize the contract or transaction.

3.12Committees. The board of directors may designate committees, each of which will be composed of one or more directors, and may designate one or more of its directors as alter­nate members of any committee, who may, subject to any limitations imposed by the board of directors, replace absent or disqualified committee members at any meeting of that commit­tee. Any committee, to the extent provided by resolution of the board of directors, will have and may exercise all of the authority of the board of directors in the business and affairs of the Corporation except when the action of the board of directors is required or the authority of the committee is limited by statute. The number of members on each committee may be changed by resolution of the board of directors. Any member of any committee may be removed from that committee at any time by resolution of the board of directors. Vacancies in the member­ship of a committee (whether by death, resignation, removal, or any other manner) may be filled by resolution of the board of directors. The time, place, and notice of any meetings of any committee will be determined by that committee. At meetings of any committee, a major­ity of the members of that committee constitutes a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present will be the act of the committee, except as otherwise specifically provided by statute, the certifi­cate of formation, or these bylaws. If a quorum is not present at a meeting of any committee, the members present may adjourn the meeting without notice (other than an announcement at the meeting) until a quorum is present. Each committee will keep regular minutes of its pro­ceedings and report them to the board when required. The designation of any committee of the board of directors and the delegation thereto of authority will not operate to relieve the board of directors or any member thereof of any responsibility imposed on the board or the member by law.

3.13Action by Consent. Any action required or permitted to be taken at any meeting of the board of directors or any committee of the board of directors may be taken without a meet­ing if a consent in writing, setting forth the action taken, is signed by all the members of the board of directors or the committee, as the case may be. An electronic transmission by a direc­tor consenting to an action to be taken and transmitted by a director is considered written, signed, and dated for the purposes of this section if the transmission sets forth or is delivered with information from which the Corporation can determine that the transmission was trans­mitted by the director and the date on which the director transmitted the transmission. A con­sent will have the same force and effect as a unanimous vote at a duly called and held meeting of the board of directors or the committee, as the case may be.

3.14Compensation of Directors. Directors will receive the compensation for their ser­vices and reimbursement for their expenses established by the board of directors, by resolu­tion, provided that nothing herein will preclude any director from serving the Corporation in any other capacity and receiving compensation for that service.

3.15Resignations. A director may resign at any time by giving written notice, including by electronic transmission, to the board of directors or the chair of the board. The resignation will take effect as of the date of receipt of notice, unless the notice prescribes a later effective date or states that the resignation will take effect on the occurrence of a future event. If the res­ignation is to take effect on a later date or on the occurrence of a future event, the resignation will take effect on that later date or the occurrence of that event. The resignation is irrevocable when it takes effect. The resignation is revocable before it takes effect, unless the notice of resignation states that it is irrevocable. Unless specified in the notice of resignation, the accep­tance of the resignation will not be necessary to make it effective.

Article 4 

Notice

4.1Form of Notice

a.Whenever notice is required by law, the certificate of formation, or these bylaws to be given to any director, committee member, or shareholder, and if no provision is made as to how notice is to be given, notice may be given in writing, by mail, postage prepaid, addressed to the director, committee mem­ber, or shareholder at the address that appears on the books of the Corpora­tion or by any other method permitted by law. Any notice required or permitted to be given by mail will be deemed to be given at the time it is deposited in the United States mail. Notice to directors, committee members, or shareholders may also be given by a nationally recognized overnight deliv­ery or courier service and will be deemed delivered when the notice is received by the proper recipient or, if earlier, one day after the notice is sent by the overnight delivery or courier service.

b.With consent of a shareholder, director, or committee member, notice from the Corporation may be given to that shareholder, director, or committee member by electronic transmission. The shareholder, director, or committee member may specify the form of electronic transmission to be used to com­municate notice. The shareholder, director, or committee member may revoke this consent by written notice to the Corporation. The consent is deemed to be revoked if the Corporation is unable to deliver by electronic transmission two consecutive notices and the person responsible for deliver­ing notice on behalf of the Corporation knows that delivery of these two elec­tronic transmissions was unsuccessful, provided, however, that the inadvertent failure to treat the unsuccessful transmissions as a revocation of consent does not invalidate a meeting or other action. Notice by electronic transmission is deemed given when the notice is (i) transmitted to a facsimile number provided by the shareholder, director, or committee member for the purpose of receiving notice; (ii) transmitted to an electronic mail address pro­vided by the shareholder, director, or committee member for the purpose of receiving notice; (iii) posted on an electronic network, and a message is sent to the shareholder, director, or committee member at the address provided by the shareholder, director, or committee member for the purpose of alerting the shareholder, director, or committee member of a posting; or (iv) commu­nicated to the shareholder, director, or committee member by any other form of electronic transmission consented to by the shareholder, director, or com­mittee member.

4.2Waiver. Whenever any notice is required to be given to any shareholder, director, or committee member of the Corporation as required by law, the certificate of formation, or these bylaws, a written waiver signed by the person or persons entitled to notice or a waiver by electronic transmission by the person entitled to notice, given before or after the time stated in the notice, will be equivalent to giving the notice. Attendance of a shareholder, director, or committee member at a meeting will constitute a waiver of notice of that meeting, except when the shareholder, director, or committee member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened. Neither the business to be trans­acted at a regular or special meeting of the shareholders, directors, or committee members nor the purpose of such a meeting is required to be specified in a written waiver of notice or a waiver by electronic transmission unless required by the certificate of formation. Participation or attendance at a meeting constitutes waiver of notice of a matter not included in the purposes or business of the meeting described in the notice, unless the person objects to considering the matter when it is presented.

Article 5 

Officers and Agents

5.1In General. The board of directors will elect a president and a secretary according to the election provision of these bylaws. The board may also elect a chair of the board, a vice chair of the board, vice presidents, assistant vice presidents, a treasurer, assistant secretaries, and assistant treasurers. Any two or more offices may be held by the same person.

5.2Election. The board of directors, at its first meeting after each annual meeting of shareholders, will elect a president and a secretary [include if applicable: , neither of whom need be a member of the board of directors or a shareholder of the Corporation]. [Describe corporation’s election procedure and rules.]

5.3Other Officers and Agents. The board of directors may also elect and appoint any other officers and agents it deems necessary, who will be elected and appointed for the terms and will exercise the powers and perform the duties determined by the board. Any person may hold two or more offices at the same time.

5.4Compensation. The compensation of all officers and agents of the Corporation will be fixed by the board of directors or any committee of the board, if so authorized by the board.

5.5Term of Office and Removal. Each officer of the Corporation will hold office until death, resignation or removal from office, or the election and qualification of a successor, whichever occurs first. Any officer or agent elected or appointed by the board of directors may be removed at any time, with or without cause, by [the affirmative vote of a majority of the entire board of directors/[describe other removal method]], but removal will not prejudice the contract rights, if any, of the person removed. If any office becomes vacant for any reason, the vacancy may be filled by the board of directors.

5.6Employment and Other Contracts. The board of directors may authorize any offi­cer or agent to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation, and the authority may be general or confined to specific instances. The board of directors may, when it believes the interest of the Corporation will best be served, authorize executive employment contracts that will have terms no longer than ten years and contain any other terms and conditions that the board of directors deems appro­priate. Nothing herein will limit the authority of the board of directors to authorize employ­ment contracts for shorter terms.

5.7Chair of the Board of Directors. If the board of directors has elected a chair of the board, the chair will preside at all meetings of the shareholders and the board of directors. The chair shall also have such other authority and duties as may be assigned by the board of direc­tors of the Corporation.

5.8President. The president will be the chief executive officer of the Corporation and, subject to the control of the board of directors, will supervise and control all of the business and affairs of the Corporation. The president will [include if applicable: , in the absence of the chair of the board,] preside at all meetings of the shareholders and the board of directors. The president will have all powers and perform all duties incident to the office of president and will have all other powers and perform all other duties that the board of directors may pre­scribe.

5.9Vice Presidents. Each vice president will have the usual and customary powers and perform the usual and customary duties incident to the office of vice president and will have other powers and perform other duties the board of directors or any committee of the board may prescribe or the president may delegate. In the absence or disability of the president, a vice president designated by the board of directors or, in the absence of such designation, the vice presidents in the order of their seniority in office will exercise the powers and perform the duties of the president.

5.10Secretary. The secretary will attend all meetings of the shareholders and record all votes and minutes of all proceedings in records to be kept for that purpose. The secretary will perform like duties for the board of directors and committees of the board when required. The secretary will give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors. [Include if applicable: The secretary will keep in safe cus­tody the seal of the Corporation.] The secretary will be under the supervision of the president. The secretary will have other powers and perform other duties the board of directors pre­scribes or the president delegates.

5.11Assistant Secretaries. The assistant secretaries in the order of their seniority in office, unless otherwise determined by the board of directors, will, in the absence or disability of the secretary, exercise the powers and perform the duties of the secretary. They will have other powers and perform other duties the board of directors prescribes or the president dele­gates.

5.12Treasurer. The treasurer will have responsibility for the receipt and disbursement of all corporate funds and securities, will keep full and accurate accounts of the receipts and disbursements, and will deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories designated by the board of directors. The treasurer will render to the directors, whenever they may require it, an account of the operating results and financial condition of the Corporation and will have other powers and perform other duties the board of directors prescribes or the president delegates.

5.13Assistant Treasurers. The assistant treasurers in the order of their seniority in office, unless otherwise determined by the board of directors, will, in the absence or disability of the treasurer, exercise the powers and perform the duties of the treasurer. They will have other powers and perform other duties the board of directors prescribes or the president dele­gates.

5.14Bonding. The Corporation may secure a bond to protect the Corporation from loss in the event of defalcation by any of the officers. The bond may be in the form and amount and with the surety the board of directors deems appropriate.

Article 6 

Certificates Representing Shares

6.1Form of Certificates. Certificates, representing shares to which shareholders are entitled in the form determined by the board of directors, will be delivered to each share­holder. Certificates will be consecutively numbered and entered in the share transfer records of the Corporation as they are issued. Each certificate will state on its face (a) that the Corpo­ration is organized under the laws of Texas; (b) the holder’s name, the number, and class of shares and any designation of the series; and (c) the par value of the shares or a statement that the shares are without par value. They will be signed by the president or a vice president and the secretary or the treasurer or an assistant secretary or an assistant treasurer and may be sealed with the seal of the Corporation (if any) or a facsimile thereof. If any certificate is countersigned by a transfer agent or an assistant transfer agent or registered by a registrar, any of which is other than the Corporation or an employee of the Corporation, the signatures of the Corporation’s officers may be facsimiles. If any officer who has signed or whose facsimile signature has been used on a certificate ceases for any reason to be an officer of the Corpora­tion before the certificate has been delivered by the Corporation or its agents, the certificate may nevertheless be adopted by the Corporation and be issued and delivered as though the person had not ceased to be an officer of the Corporation.

6.2Lost Certificates. The board of directors may direct that a new certificate be issued in place of any certificate issued by the Corporation alleged to have been lost or destroyed, on the making of an affidavit of fact by the person claiming the certificate to be lost or destroyed. When authorizing the issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance, may require the owner of the lost or destroyed certifi­cate or the owner’s legal representative to advertise the same in any manner as the Corpora­tion may require and/or to give the Corporation a bond, in the form and amount and with surety as it may direct, as indemnity against any claim that may be made against the Corpora­tion with respect to the certificate alleged to have been lost or destroyed. When (a) a certifi­cate has been lost, destroyed, or wrongfully taken; (b) the holder of record fails to notify the Corporation within a reasonable time after the holder has notice that the certificate has been lost, destroyed, or wrongfully taken; and (c) the Corporation registers a transfer of the shares represented by the certificate before receiving notification, the holder of record is precluded from making any claim against the Corporation for the transfer of a new certificate.

6.3Transfer of Shares. Shares of stock will be transferable only on the share transfer records of the Corporation by the holder of the share in person or by the holder’s duly autho­rized attorney in fact. On surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of suc­cession, assignment, or authority to transfer, the Corporation or the transfer agent of the Cor­poration will issue a new certificate to the person entitled to it, cancel the old certificate, and record the transaction in its records.

6.4Registered Shareholders. The Corporation will be entitled to treat the holder of record of any share of stock as the holder in fact and, accordingly, will not be bound to recog­nize any equitable or other claim to or interest in the share on the part of any other person, whether or not the Corporation has express or other notice, except as otherwise provided by law.

Article 7 

General Provisions

7.1Dividends. Dividends on the outstanding shares of the Corporation, subject to the provisions of the certificate of formation, if any, may be declared by the board of directors at any regular or special meeting. Dividends may be declared and paid in cash, in property, or in shares of the Corporation, subject to the provisions of the Texas Business Organizations Code and the certificate of formation. The board of directors may fix in advance a record date, which is not to be more than sixty days before the payment date of the dividend, for the pur­pose of determining shareholders entitled to receive payment of any dividend, or the board of directors may close the share transfer records for that purpose for a period of not more than sixty days before the payment date of the dividend. In the absence of any action by the board of directors, the date on which the board of directors adopts the resolution declaring dividends will be the record date.

7.2Reserves. There may be created by resolution of the board of directors out of the surplus of the Corporation any reserves the directors in their discretion deem proper to pro­vide for contingencies, to equalize dividends, to repair or maintain any property of the Corpo­ration, or for any other purpose the directors deem beneficial to the Corporation. The directors may modify or abolish any reserve in the manner in which it was created. Surplus of the Cor­poration to the extent reserved will not be available for the payment of dividends or other dis­tributions by the Corporation.

7.3Telephone and Similar Meetings. Shareholders, directors, and committee members may participate in and hold meetings by means of conference telephone or similar communi­cations equipment, or another suitable electronic communications system, including video­conferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting. Participation in such a meeting will constitute pres­ence in person at the meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting had not been lawfully called or convened.

7.4Books and Records. The Corporation will keep correct and complete books and records of account and minutes of the proceedings of its shareholders and board of directors and will keep at its registered office or principal place of business, or at the office of its trans­fer agent or registrar, a record of its shareholders, giving the names and addresses of all share­holders and the number and class of the shares held by each.

7.5Fiscal Year. The fiscal year of the Corporation will be fixed by resolution of the board of directors.

7.6Seal. The Corporation may have a seal, and the seal may be used by causing it or a facsimile of it to be impressed, affixed, or reproduced, or otherwise. Any officer of the Corpo­ration will have authority to affix the seal to any document requiring it.

7.7Indemnification. The Corporation will indemnify its directors and officers to the fullest extent permitted by the Texas Business Organizations Code and may, if and to the extent authorized by the board of directors, indemnify any other person whom it has the power to indemnify against liability, reasonable expense, or any other matter whatever.

7.8Insurance. The Corporation may at the discretion of the board of directors pur­chase and maintain insurance on behalf of the Corporation and any person whom it has the power to indemnify pursuant to law, the certificate of formation, or these bylaws, or other­wise.

7.9Resignation. Any officer or agent of the Corporation (other than a director, the res­ignation of whom is addressed in section 3.15 of these bylaws) may resign by giving written notice to the president or the secretary of the Corporation. The resignation will take effect at the time specified in the resignation or immediately if no time is specified. Unless otherwise specified, acceptance of the resignation will not be necessary to make it effective.

7.10Amendment of Bylaws. These bylaws may be altered, amended, or repealed at any meeting of the board of directors at which a quorum is present, by the affirmative vote of a majority of the directors present at such a meeting, or by the corporation’s shareholders if that power is exclusively reserved to them. The board of directors may not amend, appeal, or readopt a bylaw to the extent that the law, the certificate of formation, or the shareholders expressly provide that the board of directors may not do so.

7.11Invalid Provisions. If any part of these bylaws is held invalid or inoperative for any reason, the remaining parts, as far as possible and reasonable, will be valid and operative.

7.12Relation to Certificate of Formation. These bylaws are subject to and governed by the certificate of formation.

7.13Section Headings. The headings contained in these bylaws are for reference pur­poses only and will not affect in any way the meaning or interpretation of these bylaws.

7.14Gender and Number of Words. When the context requires, the gender of all words used in these bylaws includes the masculine, feminine, and neuter, and the number of all words includes the singular and the plural.