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Exhibit 2.3
By-Laws
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BY-LAWS
OF
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ARTICLE I - OFFICES
1. REGISTERED OFFICE AND AGENT
The registered office of the corporation shall be maintained at
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The registered office or the registered agent, or both, may be
changed by resolution of the board of directors, upon filing the statement
required by law.
2. PRINCIPAL OFFICE
The principal office of the corporation shall be at
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provided that the board of directors shall have power to change the location of
the principal office in its discretion.
3. OTHER OFFICES
The corporation may also maintain other offices at such places
within or without the State of Texas as the board of directors may from time to
time appoint or as the business of the corporation may require.
ARTICLE II - SHAREHOLDERS
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1. PLACE OF MEETING
All meetings of shareholders, both regular and special, shall be
held either at the principal office of the corporation in Texas or at such other
places, either within or without the state, as shall be designated in the notice
of the meeting.
2. ANNUAL MEETING
The annual meeting of shareholders for the election of directors
and for the transaction of all other business which may come before the meeting
shall be held on the 15th day of April in each year (if not a legal holiday and,
if a legal holiday, then on the next business day following) at the hour
specified in the notice of meeting.
If the election of directors shall not be held on the day above
designated for the annual meeting, the board of directors shall cause the
election to be held as soon thereafter as conveniently may be at a special
meeting of the shareholders called for the purpose of holding such election.
The annual meeting of shareholders may beheld for any other
purpose in addition to the election of directors which may be specified in a
notice of such meeting. The meeting may be called by resolution of the board of
directors or by a writing filed with the secretary signed either by a majority
of the directors or by shareholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and entitled to vote at
any such meeting.
3. NOTICE OF SHAREHOLDERS' MEETING
A written or printed notice stating the place, day and hour of
the meeting, and in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) more than fifty
(50) days before the date of the meeting, either personally or by mail, by or at
the direction of the president, secretary or the officer or person calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
share transfer books of the corporation, with postage thereon prepaid.
4. VOTING OF SHARES
Each outstanding share with voting privileges, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of the
shares of any class or classes are limited or denied by the Articles of
Incorporation or by law.
Treasury shares, shares of its own stock owned by another
corporation the majority of the voting stock of which is owned or controlled by
this corporation, and shares of its own stock held by this corporation in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after eleven (11) months from the date of its execution unless
otherwise provided in the proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable, and in no event shall it remain irrevocable
for a period of more than eleven (11) months.
At each election for directors every shareholder entitled to
vote at such election shall have the right to vote, in person or by proxy, the
number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has a right to vote, or unless prohibited by
the articles of incorporation, to cumulate his votes by giving one candidate as
many votes as the number of such directors multiplied by the number of his
shares shall equal, or by distributing such votes on the same principal among
any number of such candidates. Any shareholder who intends to cumulate his votes
as herein authorized shall give written notice of such intention to the
secretary of the corporation on or before the day preceding the election at
which such shareholder intends to cumulate his votes.
5. CLOSING TRANSFER BOOKS AND FIXING RECORD DATE
For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the board of directors may provide
that the share transfer books shall be closed for a stated period not exceeding
fifty (50) days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the by-laws
or in the absence of an applicable by-law the board of directors, may fix in
advance a date as the record date for any such determination of shareholders,
not later than fifty (50) days and, in case of a meeting of shareholders, not
earlier than ten (10) days prior to the date on which the particular action,
requiring such determination of shareholders is to be taken. If the share
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the board
of directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof, except where the determination has been made through the closing of
share transfer books and the stated period of closing has expired.
6. QUORUM OF SHAREHOLDERS
Unless otherwise provided in the articles of incorporation, the
holders of a majority of the shares entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of shareholders, but in no
event shall a quorum consist of the holders of less than one-third (1/3) of the
shares entitled to vote and thus represented at such meeting. The vote of the
holders of a majority of the shares entitled to vote and thus represented at a
meeting at which a quorum is present shall be the act of the shareholders'
meeting, unless the vote of a greater number is required by law, the articles of
incorporation of the by-laws.
7. VOTING LISTS
The officer or agent having charge of the share transfer books
for the shares of the corporation shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each, which list, for a period
of ten (10) days prior to such meeting, shall be kept on file at the registered
office of the corporation and shall be subject to inspection by any shareholder
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
share transfer books shall be prima-facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote any
meeting of shareholders.
8. INFORMAL ACTION BY STOCKHOLDERS
Any action required or permitted to be taken at a meeting of the
stockholders may be taken without meeting if a written consent thereto is signed
by the stockholders holding at least a majority of the voting power, except that
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if a different proportion of voting power is required for such an action at a
meeting, then that proportion of written consent is required; provided however,
that written notice of any action so taken must be promptly given to all
stockholders
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS
The business and affairs of the corporation shall be managed by
a board of directors. Directors need not be residents of the State of Texas nor
be shareholders in the corporation.
2. NUMBER AND ELECTION OF DIRECTORS
The number of directors shall be 3 provided that the number may
be increased or decreased from time to time by an amendment to these by-laws,
but no decrease shall have the effect of shortening the term of any incumbent
director. At each annual election the shareholders shall elect directors to hold
office until the next succeeding annual meeting.
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3. VACANCIES
Any vacancy occurring in the board of directors may be filled by
the affirmative vote of the remaining directors, though less than a quorum of
the board. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship to be filled by
reason of an increase in the number of directors shall be filled by election at
an annual meeting or at a special meeting of shareholders called for that
purpose.
4. QUORUM OF DIRECTORS
A majority of the board of directors shall constitute a quorum
for the transaction of business. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.
5. ANNUAL MEETING OF DIRECTORS
Within thirty days after each annual meeting of shareholders the
board of directors elected at such meeting shall hold an annual meeting at which
they shall elect officers and transact such other business as shall come before
the meeting.
6. REGULAR MEETING OF DIRECTORS
A regular meeting of the board of directors may be held at such
time as shall be determined from time to time by resolution of the board of
directors.
7. SPECIAL MEETINGS OF DIRECTORS
The secretary shall call a special meeting of the board of
directors whenever requested to do so by the president or by two directors. Such
special meeting shall be held at the time specified in the notice of meeting.
8. PLACE OF DIRECTORS' MEETINGS
All meetings of the board of directors (annual, regular or
special) shall be held either at the principal office of the corporation or at
such other place, either within or without the State of Texas, as shall be
specified in the notice of meeting.
9. NOTICE OF DIRECTORS' MEETINGS
All meetings of the board of directors (annual, regular or
special) shall be held upon five (5) days' written notice stating the date,
place and hour of meeting delivered to each director either personally or by
mail or at the direction of the president or the secretary or the officer or
person calling the meeting.
In any case where all of the directors execute a waiver of
notice of the time and place of meeting, no notice thereof shall be required,
and any such meeting (whether annual, regular or special) shall be held at the
time and at the place (either within or without the State of Texas) specified in
the waiver of notice. Neither the business to be transacted at, nor the purpose
of, any annual, regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.
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10. COMPENSATION
Directors, as such, shall not receive any stated salary for
their services, but by resolution of the board of directors a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each annual,
regular or special meeting of the board, provided, that nothing herein contained
shall be construed to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
11. ACTION BY CONSENT OF DIRECTORS
In lieu of a formal meeting, action may be taken by unanimous
written consent of the directors.
ARTICLE IV - OFFICERS
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1. OFFICERS ELECTION
The officers of the corporation shall consist of a president,
one or more vice-presidents, a secretary, and a treasurer. All such officers
shall be elected at the annual meeting of the board of directors provided for in
Article III, Section 5. If any office is not filled at such annual meeting, it
may be filled at any subsequent regular or special meeting of the board. The
board of directors at such annual meeting, or at any subsequent regular or
special meeting may also elect or appoint such other officers and assistant
officers and agents as may be deemed necessary. Any two or more offices may be
held by the same person, except the offices of president and secretary.
All officers and assistant officers shall be elected to serve
until the next meeting of directors (following the next annual meeting of
shareholders) or until their successors are elected; provided, that any officer
or assistant officer elected or appointed by the board of directors may be
removed with or without cause at any regular or special meeting of the board
whenever in the judgment of the board of directors the best interests of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Any agent appointed
shall serve for such term, not longer than the next annual meeting of the board
of directors, as shall be specified, subject to like right of removal by the
board of directors.
2. VACANCIES
If any office becomes vacant for any reason, the vacancy may be
filled by the board of directors.
3. POWER OF OFFICERS
Each officer shall have, subject to these by-laws, in addition
to the duties and powers specifically set forth herein, such powers and duties
as are commonly incident to this office and such duties and powers as the board
of directors shall from time to time designate. All officers shall perform their
duties subject to the directions and under the supervision of the board of
directors. The president may secure the fidelity of any and all officers by bond
or otherwise.
4. PRESIDENT
The president shall be the chief executive officer of the
corporation. He shall preside at all meetings of the directors and shareholders.
He shall see that all orders and resolutions of the board are carried out,
subject however, to the right of the directors to delegate specific powers,
except such as may be by statute exclusively conferred on the president, to any
other officers of the corporation.
He or any vice-president shall execute bonds, mortgages and
other instruments requiring a seal, in the name of the corporation, and, when
authorized by the board, he or any vice-president may affix the seal to any
instrument requiring the same, and the seal when so affixed shall be attested by
the signature of either the secretary or an assistant secretary. He or any
vice-president shall sign certificates of stock.
The President shall be ex-officio a member of all standing
committees.
He shall submit a report of the operations of the corporation
for the year to the directors at their meeting next preceding the annual meeting
of the shareholders and to the shareholders at their annual meeting.
5. VICE-PRESIDENTS
The vice-president shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president, and they
shall perform such other duties as the board of directors shall prescribe.
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6. THE SECRETARY AND ASSISTANT SECRETARIES
The secretary shall attend all meetings of the board and all
meetings of the shareholders and shall record all votes and the minutes of all
proceedings and shall perform like duties for the standing committees when
required. He shall give or cause to be given notice of all meetings of the
shareholders and all meetings of the board of directors and shall perform such
other duties as may be prescribed by the board. He shall keep in safe custody
the seal of the corporation, and when authorized by the board, affix the same to
any instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of an assistant secretary.
The assistant secretary shall, in the absence or disability of
the secretary, perform the duties and exercise the powers of the secretary, and
they shall perform such other duties as the board of directors shall prescribe.
In the absence of the secretary or an assistant secretary, the
minutes of all meetings of the board and shareholders shall be recorded by such
person as shall be designated by the president or by the board of directors.
7. THE TREASURER AND ASSISTANT TREASURERS
The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
The treasurer shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements. He shall keep and maintain the corporation's books of account and
shall render to the president and directors an account of all of his
transactions as treasurer and of the financial condition of the corporation and
exhibit his books, records and accounts to the president or directors at any
time. He shall disburse funds for capital expenditures as authorized by the
board of directors and in accordance with the orders of the president, and
present to the president for his attention any requests for disbursing funds if
in the judgment of the treasurer any such request is not property authorized. He
shall perform such other duties as may be directed by the board of directors or
by the president.
If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board for the faithful performance of the duties of his
office and for the restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the corporation.
The assistant treasurers in the order of their seniority shall,
in the absence or disability of the treasurer, perform the duties and exercise
the powers of the treasurer, and they shall perform such other duties as the
board of directors shall prescribe.
ARTICLE V - CERTIFICATES OF STOCK: TRANSFER. ETC.
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1. CERTIFICATES OF STOCK
The certificates for shares of stock of the corporation shall be
numbered and shall be entered in the corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by the
president or a vice-president and the secretary or an assistant secretary and
shall be sealed with the seal of the corporation or a facsimile thereof. If the
corporation has a transfer agent or a registrar, other than the corporation
itself or an employee of the corporation, the signatures of any such officer may
be facsimile. In case any officer or officers who shall have signed or whose
facsimile signature or signatures shall have been used on any such certificate
or certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before said certificate may
nevertheless be issued by the corporation with the same effect as though the
person or persons who signed such certificates or whose facsimile signature or
signatures shall have been used thereon had been such officer or officers at the
date of its issuance. Certificates shall be in such form as shall in conformity
to law be prescribed from time to time by the board of directors.
The corporation may appoint from time to time transfer agents
and registrars, who shall perform their duties under the supervision of the
secretary.
2. TRANSFERS OF SHARES
Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.
3. REGISTERED SHAREHOLDERS
The corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and, accordingly
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not is shall have express
or other notice thereof, except as otherwise provided by law.
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4. ISSUANCE OF ADDITIONAL SHARES
The corporation shall be enabled to issue additional common
shares or to create additional classes of stock, however any such issuance shall
require approval by three quarters (75%) of the then outstanding shares.
5. LOST CERTIFICATE
The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate to be lost. when authorizing such issue of a new certificate or
certificates, the board of directors in its discretion and as a condition
precedent to the issuance thereof, may require the owner of such lost or
destroyed certificate or certificates or his legal representatives to advertise
the same in such manner as it shall require or to give the corporation a bond
with surety and in form satisfactory to the corporation (which bond shall also
name the corporation's transfer agents and registrars, if any, as obligees) in
such sum as it may direct as indemnity against any claim that may be made
against the corporation or other obligees with respect to the certificate
alleged to have been lost or destroyed, or to advertise and also give such bond.
ARTICLE VI - DIVIDEND
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1. DECLARATION
The board of directors may declare at any annual, regular or
special meeting of the board and the corporation may pay, dividends on the
outstanding shares in cash, property or in the shares of the corporation to the
extent permitted by, and subject to the provisions of, the laws of the State of
Texas.
2. RESERVES
Before payment of any dividend there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time in their absolute discretion think proper as a
reserve fund to meet contingencies or for equalizing dividends or for repairing
or maintaining any property of the corporation or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may abolish any such reserve in the manner in which it was created.
ARTICLE VII - MISCELLANEOUS
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1. INFORMAL ACTION
Any action required to be taken or which may be taken at a
meeting of the shareholders, directors or members of the executive committee,
may be taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by all of the shareholders, directors, or members of
the executive committee, as the case may be, entitled to vote with respect to
the subject matter thereof, and such consent shall have the same force and
effect as a unanimous vote of the shareholders, directors, or members of the
executive committee, as the case may be, at a meeting of said body.
2. SEAL
The corporate seal shall be circular in form and shall contain
the name of the corporation, the year of its incorporation and the name "TEXAS".
The seal may be used by causing it or a facsimile to be impressed or affixed or
in any other manner reproduced. The corporate seal may be altered by order of
the board of directors at any time.
3. CHECKS
All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
4. FISCAL YEAR
The fiscal year of the corporation shall be determined by
resolution of the Board of Directors.
5. DIRECTORS' ANNUAL STATEMENT
The board of directors shall present at each annual meeting of
shareholders a full and clear statement of the business and condition of the
corporation.
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6. CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS
If the articles of incorporation of the corporation and each
certificate representing its issued and outstanding shares states that the
business and affairs of the corporation shall be managed by the shareholders of
the corporation rather than by a board of directors, then, whenever the context
so requires by the shareholders of the corporation shall be deemed the directors
of the corporation for purposes of applying any provision of these bylaws.
7. AMENDMENTS
(a) By Directors
The board of directors may amend or repeal the by-laws, or adopt
new by-laws, unless:
1. The Articles of Incorporation or the State reserves the power
exclusively to the shareholders in whole or in part;
or
2. The shareholders in amending, repealing or adopting a
particular by-law expressly provide that the board of directors may not amend
that by-law.
(b) By Shareholders
Unless the Articles of Incorporation or by-law adopted by the
shareholders provides otherwise as to all or some portion of the by-laws, the
shareholders may amend, repeal or adopt the by-laws even though the by-laws may
also be amended, repealed or adopted by the board of directors.
The above by-laws originally approved and adopted by the Board of Directors on
March 21, 1997.
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J. ▇▇▇ ▇▇▇▇▇▇▇, ▇▇., President