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8-K - FORM 8-K - AMERICAN NATIONAL INSURANCE CO | c16482e8vk.htm |
EX-14.1 - EX-14.1 - AMERICAN NATIONAL INSURANCE CO | c16482exv14w1.htm |
Exhibit 3.2
AMERICAN NATIONAL INSURANCE COMPANY
GALVESTON, TEXAS
GALVESTON, TEXAS
AMENDED AND RESTATED BYLAWS
(Adopted April 29, 2011)
(Adopted April 29, 2011)
ARTICLE I
NAME AND PURPOSE
The name of this corporation shall be American National Insurance Company (the Company), and its
purpose shall be as stated in the Companys Articles of Incorporation, as may be amended and
restated from time to time.
ARTICLE
II
OFFICES
Section 1. Home Office. The general Home Office of the Company shall be in the City of Galveston,
Galveston County, Texas.
Section 2. Other Offices. The Company may also have such other offices, within or without the
State of Texas, where the Company is qualified to do business, that the Board of Directors may from
time to time designate or the business of the Company may require.
ARTICLE
III
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting of the Stockholders. The Annual Meeting of the Stockholders shall be
held in the City of Galveston, Texas, or at such other place within or without the State of Texas
as may be from time to time determined by the Board of Directors, on April 30 of each year
(provided that if April 30 is a legal holiday, then such meeting shall be held on the Friday
immediately preceding such legal holiday) or on such other day prior to April 30 as shall be
determined from time to time by the Board of Directors. At said Annual Meeting of the
Stockholders, Directors will be elected and any other business may be transacted that is within the
powers of the stockholders.
Section 2. Special Meetings. Special meetings of the stockholders may be called by the Chairman
of the Board or the President and shall be called by the Secretary upon written request, stating
the purpose or purposes therefor, by a majority of the Directors, or by stockholders holding or
representing not less than thirty-five percent of the outstanding stock.
Section 3. Conduct of Meetings. At every meeting of the stockholders, the Chairman of the Board,
or in his absence, the President or any other officer of the Company designated by the Chairman of
the Board or the President, may act as chairman of the meeting. The Secretary of the Company, or
in the Secretarys absence, an Assistant Secretary, may act as secretary of all meetings of the
stockholders. In the absence of the Secretary or Assistant Secretary, the chairman of the meeting
may appoint another person to act as secretary of the meeting. The conduct of any meeting of the
stockholders and the determination of procedure shall be within the absolute discretion of the
chairman of the meeting. Accordingly, in any meeting of stockholders or part thereof, the chairman
of the meeting shall have the sole power to determine appropriate rules or to dispense with
theretofore prevailing rules.
Section 4. Notice of Meetings. Notice stating the place, day and hour of any meeting of
stockholders and, in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be given by the Secretary to all stockholders entitled to vote, at least ten days,
but no more than sixty days, in advance of the date for such meeting, except as otherwise provided
by the Texas Business Organizations Code (the TBOC). Notice will be given to each stockholder,
either personally, by mail, facsimile, electronic mail or other means of electronic transmission as
may be permitted under the TBOC. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to the stockholder at his or her
address as it appears on the share transfer records of the Company.
Section 5. Record Date. The Board of Directors may fix in advance a date as the record date for
any determination of stockholders entitled to notice of and to vote at any meeting of the
stockholders, or stockholders entitled to receive a distribution (other than a distribution
involving a purchase or redemption by the Company of any of its own shares) or a share dividend;
provided, however, that such record date may not be more than sixty days nor less than ten days
before the date of such meeting.
If no record date is fixed for the determination of stockholders entitled to notice of and to vote
at a meeting of the stockholders, or stockholders entitled to receive a distribution (other than a
distribution involving a purchase or redemption by the Company of any of its own shares) or a share
dividend, the date on which notice of the meeting is sent or the date on which the resolution of
the Board of Directors declaring the distribution or share dividend is adopted, as the case may be,
is the record date for determination of stockholders.
Section 6. Adjourned Meetings. When a meeting of stockholders is adjourned for thirty days or
more, notice of the adjourned meeting will be given as in the case of an original meeting. When a
meeting is adjourned for less than thirty days, it is not necessary to give any notice of the time
and place of reconvening the adjourned meeting or of the business to be transacted at the meeting
other than by announcement at the meeting at which the adjournment is taken.
When any determination of stockholders entitled to vote at any meeting of stockholders has been
made as provided in this Article III, that determination will apply to any adjournment of the
meeting.
Section 7. Voting List. Not later than the eleventh day before each meeting of stockholders, the
Secretary of the Company shall make a complete list of the stockholders entitled to vote at the
meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. The list will be kept on file at the Home Office of the Company for
a period of ten days before the meeting and will be available to inspection by any stockholder at any time during usual business
hours. The list will also be produced and kept open at the time and place of the meeting and will
be available, during the whole time of the meeting, to the inspection of any stockholder.
Section 8. Quorum. The presence in person or by proxy of the persons entitled to vote a majority
of the Capital Stock represented at any meeting of the stockholders shall constitute a quorum.
Abstentions and broker non-votes will be counted for the purpose of determining the presence or
absence of a quorum. Once a quorum is present at a meeting of the stockholders, the subsequent
withdrawal from the meeting of any stockholder, or the refusal of any stockholder represented in
person or by proxy to vote, will not affect the presence of a quorum. The stockholders represented
in person or by proxy at the meeting may conduct business that is properly brought before the
meeting until it is adjourned. In the absence of a quorum, any meeting of the stockholders may be
adjourned from time to time by the vote of a majority of the shares, the holders of which are
either present in person or by proxy, but no other business may be conducted.
Section 9. Voting. At any meeting of the stockholders, each stockholder having the right to vote
shall be entitled to one vote for each share of the subscribed Capital Stock held by such
stockholder. A stockholder may vote either in person or by proxy, pursuant to the provisions of
the TBOC.
Section 10. Number of Votes Necessary to Take Action. The vote of the holders of a majority of
the shares entitled to vote and represented at a meeting at which a quorum is present will be the
act of the stockholders meeting for purposes of the election of directors and other actions
considered by the stockholders, unless the TBOC or other applicable law requires a specified
portion of such shares greater than a majority for particular action to be taken, in which case
action shall require such specified portion. Abstentions and broker non-votes on matters on which
there is a vote at any meeting will not be counted as votes for or against such matters.
Section 11. Inspectors of Election. The chairman of each stockholders meeting shall appoint one
or more persons to act as inspectors of election. The inspectors of election shall determine the
number of shares outstanding and the voting power of each, the number of shares represented at the
meeting, and the existence of a quorum. The inspectors will also count and tabulate all votes,
report the result of voting, and perform such other duties as may be required by the chairman of
the meeting.
ARTICLE
IV
BOARD OF DIRECTORS
Section 1. Powers. The business and affairs of the Company and all corporate powers will be
exercised by or under authority of the Board of Directors, subject to limitations imposed by
applicable law, the Articles of Incorporation or these Bylaws as to action that requires
authorization or approval of the stockholders of the Company.
Section 2. Number of Directors. The number of Directors of the Company shall be determined from
time to time by the Board of Directors, but shall not be less than seven, nor more than fifteen. A
Director need not be a resident of the State of Texas or a stockholder of the Company. A reduction
in the authorized number of Directors will not remove any Director before the expiration of that
Directors term of office.
Section 3. Term of Office. Each Director of the Company shall hold office for one year and until
his successor is elected or until his earlier death, retirement, resignation or removal.
Section 4. Vacancies. Vacancies occurring on the Board of Directors may be filled by a majority
of the remaining Directors. Each Director so elected will hold office until a successor is elected
at any annual or special meeting of the stockholders. Vacancies occurring because of an increase
in the number of Directors may be filled by the Board of Directors for a term of office continuing
only until the next election of one or more Directors by the stockholders; however, the Board of
Directors may not fill more than two vacancies created by an increase in the number of Directors
during the period between any two successive Annual Stockholders Meetings.
Section 5. Annual Meeting. The Directors shall hold an Annual Meeting for the election of
officers and such other business that may come before them immediately upon the adjournment of the
Annual Stockholders Meeting, and they shall also have four regular meetings, the first three of
which shall be held on the last Thursday of the months of February, July and October, and the
fourth of which shall be held on the second or third Friday of December as the Directors shall
determine; provided that if any of such last Thursdays shall fall on a holiday observed by the
Company, then such meeting shall be held on the weekday immediately preceding such holiday; and
provided further that the Board may, at any special or regular meeting, cancel one or more
subsequent regular meetings or it may reschedule the date of one or more subsequent regular
meetings, and the Chairman of the Board and the President, acting jointly between meetings, may
cancel or reschedule not more than two successive regular meetings; but in any event, the Secretary
shall give notice to all Directors that one or more specified regular meetings have been canceled
or rescheduled for stated dates; and such notice shall be given by the Secretary to each Director
as soon as practicable after cancellation or rescheduling of one or more such regular meetings,
either personally, by mail, facsimile, electronic mail or other means of electronic transmission as
may be permitted under the TBOC. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to each Director at his or her last
known address.
Section 6. Special Meetings. A special meeting of the Directors may be held at any time, upon
call of the Chairman of the Board, the President, or a majority of the Directors. Notice of such
special meeting shall be given by the Secretary to each Director, either personally, by mail,
facsimile, electronic mail or other means of electronic transmission as may be permitted under the
TBOC, at least four days in advance of the date of such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to each
Director at his or her last known address.
Section 7. Place of Meetings. All meetings of the Directors shall be held at the office of the
Company in the City of Galveston, or at such other place designated by the Board of Directors.
Section 8. Quorum. A majority of the duly elected Directors shall constitute a quorum for the
transaction of business.
Section 9. Majority Action. Every act or decision done or made by a majority of the Directors
present at any duly held meeting at which a quorum is present is an act of the Board of Directors.
Each Director who is present at any such meeting will be deemed to have assented to any action
taken at such meeting unless the Directors dissent to the action is entered in the minutes of the
meeting, or unless the Director files a written
dissent to the action with the Secretary of the meeting before adjournment or forwards that dissent
by registered mail to the Secretary of the Company immediately following adjournment of the
meeting.
Section 10. Action by Consent of Board Without Meeting. Any action required or permitted to be
taken by the Board of Directors may be taken without a meeting, if all Directors individually or
collectively consent in writing to the action. The written consent or consents will be maintained
with the minutes of the proceedings of the Board in any form of media permitted by law. Any action
by written consent will have the same force and effect as a unanimous vote of the Directors. Any
certificate or other document filed under any provision of the TBOC that relates to action so taken
must state that the action was taken by unanimous written consent of the Board of Directors without
a meeting.
Section 11. Telephone Meetings. Subject to the provisions for notice required by these Bylaws and
the TBOC for notice of meetings, Directors may participate in and hold a meeting by means of
conference telephone or similar communications equipment by which all persons participating in the
meeting can hear each other. Participation in the meeting constitutes 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 is not lawfully called or convened.
Section 12. Executive Committee. The Board of Directors may, by resolution adopted by a majority
of the whole Board, create an Executive Committee and designate the members thereof. All members
of such Committee shall serve at the pleasure of the Board.
The Executive Committee shall have full powers and authority on behalf of the Board of Directors to
consider and make decisions on matters and issues that require Board of Director approval, or for
which Board of Director approval is appropriate, which arise between meetings of the Board of
Directors. In addition, without limiting such power and authority, the Executive Committee shall
also have such other specific powers and shall perform such other specific duties as the Board of
Directors may, from time to time, delegate to the Executive Committee by resolution. Provided,
however, the Executive Committee shall have no authority with respect to matters where action
of the Board of Directors is required to be taken by the TBOC or other applicable law. The
delegation of power and authority to the Executive Committee shall include the authority to
authorize a distribution or to authorize the issuance of shares of the Company.
The Executive Committee shall be organized and shall perform its functions as directed by the Board
of Directors, and minutes of all meetings of the Executive Committee shall be recorded and
maintained. Any action taken by the Executive Committee within the course and scope of its
authority shall be binding on the Company.
The membership of the Executive Committee may, from time to time, be increased or decreased and the
powers and duties of the Committee may, from time to time, be changed by the Board of Directors as
it may deem appropriate. The Executive Committee may be discontinued at any time by the vote of a
majority of the Board of Directors.
Section 13. Other Committees. The Board of Directors may, by resolution adopted by a majority of
the Board, designate one or more committees of Directors and/or officers to conduct the business
and affairs of the Company, to the extent authorized by the resolution. The Board of Directors by
majority vote has the power at any time to change the powers and members of any committee and to
fill vacancies and to discontinue any committee. Members of any committee may receive such compensation as the Board of
Directors may from time to time provide. The designation of any committee and the delegation of
authority to the committee does not relieve the Board of Directors, or any Director, of any
responsibility imposed by law.
Section 14. Dividends. Subject to the Articles of Incorporation and applicable law, the Board of
Directors may, from time to time, at any regular or special meeting, declare and order paid out of
the Companys current earnings or surplus or both, dividends, either in cash or stock.
Section 15. Advisory Directors. The Board of Directors may appoint one or more Advisory Directors
who shall serve at the pleasure of the Board. Advisory Directors may attend all meetings of the
Board of Directors and shall be entitled to the same compensation and benefits as members of the
Board of Directors. Advisory Directors shall have an advisory role only, and shall not be entitled
to set policies for the Company or to vote at meetings of the Board of Directors, nor shall an
Advisory Director be counted as or considered a Director for purposes of determining a quorum or
for any other purpose. Service as an Advisory Director shall be counted together with service as a
Director for purposes of determining eligibility for any benefits based upon years of service. An
Advisory Director of the Company shall be entitled to indemnification by the Company as provided in
the Articles of Incorporation or Article VIII herein.
Section 16. Directors Fees. All Directors who are not full-time salaried officers shall be paid
a basic fee for each year or part of a year they serve as Directors of the Company. Such basic fee
will be set from time to time by the Board and shall be payable in a lump sum immediately after the
election of a Director. In addition, all Directors who are not full-time salaried officers shall
be paid an amount set by the Board from time to time for each Board meeting or committee meeting
attended, payable after each meeting.
Any Directors who are full-time salaried officers shall not be paid a fee for attendance at any
regular or special meeting of the Board of Directors.
Section 17. Directors Expenses. The necessary expenses incurred by the Directors and Advisory
Directors in attending the meetings of the Board of Directors, and also their necessary expenses
when absent from the place of their residence in the discharge of the official duty of the
Companys business shall be paid by the Company.
ARTICLE
V
OFFICERS
Section 1. Number and Title. The officers of the Company shall consist of a Chairman of the
Board, a President, a Corporate Chief Financial Officer, one or more Vice Presidents, a Secretary
and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers, and
General Counsel. One person may hold more than one office, except that the offices of President
and Secretary may not be held by the same person.
The Board of Directors may from time to time create additional offices and elect persons to fill
such offices. The Board may delegate to any officer such duties as the Board may deem appropriate.
Section 2. Election and Term of Office. The officers of the Company shall be elected annually by
the Board of Directors and shall hold office until their successors are elected or appointed and
qualify, or until their earlier death, retirement, resignation or removal from office.
Section 3. Removal and Resignation. Any officer may be removed, either with or without cause, by
a majority of the Directors, at any regular or special meeting of the Board, or by any committee or
officer to whom that power of removal may be delegated by the Board of Directors; provided,
however, that the removal is without prejudice to the contract rights, if any, of the person
removed. Any officer may resign at any time by giving written notice to the Board of Directors,
the President or the Secretary of the Company. Any resignation will take effect at the date of the
receipt of that notice or at any later time specified in it, and, unless otherwise specified in the
notice, the acceptance of that resignation will not be necessary to make it effective.
Section 4. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the
stockholders and Board of Directors, subject to Article III, Section 3 of these Bylaws. He shall
have responsibilities for the general supervision and direction of the business and affairs of the
Company and shall see that all orders and resolutions of the Board are carried into effect. He
shall also do such other things, perform such other duties and have such other powers usually
incident to the office of the Chairman of the Board of a corporation and as these Bylaws, the Board
of Directors or Executive Committee may from time to time prescribe.
Section 5. President. The President shall be responsible for the implementation of the details of
managing the business and affairs of the Company. He shall also do such other things, perform such
other duties and have such other powers usually incident to the office of the President of a
corporation and as the Board of Directors or Executive Committee may from time to time prescribe.
The President, in the absence and/or disability of the Chairman of the Board, shall perform the
duties and exercise the powers of the Chairman of the Board.
Section 6. Corporate Chief Financial Officer. The Corporate Chief Financial Officer shall be the
principal financial officer of the Company, having overall supervision of the financial operations
of the Company. He shall perform all other duties and have such other powers usually incident to
the office of the Chief Financial Officer of a corporation and as the Board of Directors or the
President may from time to time prescribe. The Corporate Chief Financial Officer shall report
directly to the President.
Section 7. Vice Presidents. The Board of Directors may elect one or more Senior Executive Vice
Presidents, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more
Vice Presidents, and one or more Assistant Vice Presidents. Each of such Vice Presidents shall
perform such duties and have such powers as the Board of Directors, President or a more senior Vice
President may from time to time prescribe.
Section 8. Secretary and Assistant Secretary. The Secretary shall attend the meetings of the
stockholders, Board of Directors, and all committees of the Board of Directors, keeping a full
account of their proceedings, and furnishing such information, accounts, and papers as may be
required and calling to their attention any matter coming under his province on which their action
is needed. He shall have custody of the corporate seal with authority to affix the same, attested
by his signature, to all instruments requiring execution under
seal. He shall perform such other duties and have such other powers usually incident to the office
of the Secretary of a corporation and as the Board of Directors or the President may prescribe.
The Assistant Secretary, or if there be more than one, the Assistant Secretaries, shall perform
such duties and have such powers as from time to time may be assigned to them by the Board of
Directors, President, or Secretary.
Section 9. Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the
Companys funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Company and shall deposit all moneys and other valuable
effects in the name and to the credit of the Company in such depositories as may be designated
pursuant to resolutions adopted by the Board of Directors. The Treasurer shall disburse the funds
of the Company, taking proper vouchers for such disbursements, and shall render to the President,
Corporate Chief Financial Officer or Board of Directors, at regular meetings or when required, an
account of all his transactions as Treasurer. The Treasurer shall perform all other duties and
have such other powers usually incident to the office of the Treasurer of a corporation and as the
Board of Directors, President or Corporate Chief Financial Officer may from time to time prescribe.
The Assistant Treasurer, or if there be more than one, the Assistant Treasurers, shall perform
such duties and have such powers as from time to time may be assigned to them by the Board of
Directors, President, Corporate Chief Financial Officer or Treasurer.
Section 10. General Counsel. General Counsel, which may be a firm of attorneys, shall, subject
to the instructions of the Board of Directors, have charge and control of the legal business and
affairs of the Company; shall give legal advice pertaining to the Companys business submitted to
Counsel by any officer of the Company, by the Chairman of the Board of Directors, or by the
Chairman of any committee of the Board of Directors; shall prepare or cause to be prepared legal
documents and papers for the Company; shall, at the request of the Chairman of the Board or the
President, attend any meeting of the Board of Directors or any committee of the Board of Directors;
and shall perform such other services as are necessary or appropriate in the discharge of the
Counsels responsibilities with respect to the business and affairs of the Company.
ARTICLE VI
FIDELITY BOND
The Board of Directors shall require a Fidelity Bond, in an amount fixed by such Board of Directors
and payable to the Company, on all officers and employees, conditioned that each will well and
faithfully discharge the duties of his office and account for all the Companys monies coming into
his hands.
ARTICLE VII
CAPITAL STOCK
Section 1. Amount, Class and Par Value. The amount, classes and par value of the stock of the
Company shall be as stated in the Companys Articles of Incorporation, as such articles may be
amended and restated from time to time.
Section 2. Form and Issuance. Shares for the Capital Stock of the Company may be certificated or
uncertificated. Any certificates representing such shares shall be in such form as is approved by
resolution of the Board of Directors. Any such certificates shall be signed by the Chairman of the Board or the
President and the Secretary and may contain an impression of the corporate seal of the Company or a
facsimile thereof. The signatures of the Chairman of the Board or the President and the Secretary
may be facsimile.
Section 3. No Fractional Shares. The Company will not issue fractions of a share either
originally or on transfer.
Section 4. Transfers of Shares. Owners of shares of the Capital Stock of the Company and
transfers of such shares shall be recorded upon the transfer records of the Company kept at an
office of the Company or by transfer agents designated by the Board of Directors to transfer shares
of the stock of the Company. In the case of stock represented by certificates, the Board of
Directors may require that any certificate of stock be returned and canceled before a new
certificate is issued in the name of the person to whom the transfer is to be made. The Company
shall be entitled to treat the holder of record of any shares of the Capital Stock of the Company
as the owner thereof for all purposes and shall not be bound to recognize any equitable or other
claim to, or interest in, such shares or any rights deriving from such shares on the part of any
other person, including without limitation a purchaser, assignee or transferee, unless and until
such other person becomes the holder of record of such shares, whether or not the Company shall
have either actual or constructive notice of the interest of such other person.
Section 5. Lost, Stolen or Destroyed Certificates. Any person claiming a share certificate to be
lost, stolen or destroyed shall (i) make an affidavit of fact in such manner as the Board of
Directors may require, and (ii) if so required by the Board of Directors, make proof of loss, theft
or destruction in such manner as it shall require and/or give the Company a bond in such sum as it
may direct as indemnity against any claim that may be made against the Company with respect to the
certificate alleged to have been lost, stolen or destroyed. The Company may direct the issuance of
a new certificate or certificates of stock or of uncertificated shares in place of any certificate
or certificates previously issued by the Company alleged to have been lost, stolen or destroyed.
ARTICLE
VIII
INDEMNIFICATION
Section 1. General. This Article VIII is intended to provide, to the fullest extent permitted by
law, indemnification and advancement of expenses to each Indemnified Person as defined below. If
any provision of this Article or the application of this Article to any person or circumstance
shall be found to be invalid or unenforceable, the remainder of this Article or the application of
this Article to any person or circumstance which is not invalid or unenforceable shall not be
affected, and each provision of this Article shall be valid and enforced to the fullest extent
permitted by law.
Section 2. Indemnified Persons. Throughout this Article VIII, Indemnified Person shall mean any
individual or firm who is or was a director, advisory director, officer or employee of the Company,
including, but not limited to, any individual or firm who is or was serving at the request of the
Company as a director, advisory director, officer, partner, trustee, administrator or employee of
any majority-owned subsidiary or an employment benefit plan of the Company. An Indemnified Person
shall also include any person entitled to mandatory indemnification under the TBOC.
Section 3. Right to Indemnification. Without limiting the generality of Section 1 of this Article
VIII, to the fullest extent permitted by, and in accordance with the procedures established in, the
TBOC, the Company shall indemnify any Indemnified Person against any liabilities, judgments,
penalties (including excise and similar taxes), fines, settlements, and reasonable expenses
actually incurred by the Indemnified Person in connection with any proceeding in which the
Indemnified Person was, is, or is threatened to be made a named defendant or respondent because of
the Indemnified Persons service to the Company or at the Companys request.
Section 4. Advancement of Expenses. Without limiting the generality of Section 1 of this Article
VIII, to the fullest extent permitted by, and in accordance with the procedures established in, the
TBOC, the reasonable expenses of an Indemnified Person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding for which indemnification shall be provided pursuant
to this Article VIII shall be paid or reimbursed by the Company in advance of the final disposition
of the proceeding. Further, the Company shall pay or reimburse expenses actually incurred by an
Indemnified Person in connection with his or her appearance as a witness or other participation in
a proceeding arising out of the Indemnified Persons service to the Company or at the Companys
request, whether or not the Indemnified Person is a named defendant or respondent in the
proceeding.
Section 5. Changes in Law. This Article VIII shall be deemed to incorporate by reference any
future amendments, additions to, or judicial or administrative interpretations of applicable law
that provide a fuller extent of indemnification or advancement of expenses to Indemnified Persons.
Section 6. Miscellaneous. The indemnification and advancement of expenses provided for in this
Article VIII are not exclusive of any other rights to which Indemnified Persons may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Any
repeal or modification of all or part of this Article by the Directors or stockholders of the
Company shall not adversely affect any right or protection of an Indemnified Person existing at the
time of such repeal or modification. The right to indemnification provided under this Article
shall inure to the benefit of the heirs, administrators, executors, and assigns of any Indemnified
Person. This Article VIII is not intended to limit, and shall not be construed as limiting, the
Companys permissive indemnification, consistent with the TBOC, of persons who are not Indemnified
Persons.
Section 7. Insurance. The Company may purchase and maintain insurance, at its expense, to protect
itself and any Indemnified Person against any expense, liability or loss, whether or not the
Company would have the power to indemnify such person against such expense, liability or loss under
this Article VIII.
ARTICLE
IX
GENERAL PROVISIONS
Section 1. Waiver of Notice. Whenever by statute, the Articles of Incorporation, these Bylaws or
otherwise, notice is required to be given to a Director, committee member or stockholder, a waiver
thereof in writing signed by the person or persons entitled to such notice, whether before or after
the time stated in such notice, shall be equivalent to the giving of such notice. Attendance at a
meeting shall constitute a waiver of notice of such meeting, except where a person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully called or convened.
Section 2. Books and Records. The Company shall keep books and records of account and shall keep
minutes of the proceedings of its stockholders, its Board of Directors, and each committee of its
Board of Directors. Any books, records, minutes, and stock ledgers may be in written paper form or
in any other form of media capable of being converted into written paper form within a reasonable
time.
Section 3. Pronouns. All pronouns used in these Bylaws shall be deemed to refer to the masculine,
feminine or neuter, singular or plural, as the identity of the person or persons may require.
Section 4. Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board
of Directors and unless otherwise fixed, shall be the calendar year ending December 31.
Section 5. Corporate Seal. The seal of the Company shall be such as from time to time may be
approved by the Board of Directors.
Section 6. Amendments. These Bylaws may be amended, altered or repealed and additional Bylaws
enacted at any Annual Meeting of the Stockholders or any regular meeting of the Board of Directors,
or at any special or rescheduled meeting of either, if in the notice for such special or
rescheduled meeting there is incorporated notice of the proposed action.
End of Bylaws