Attached files
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S-1 - REGISTRATION STATEMENT ON FORM S1 - Signal Advance Inc | RS_S1_SAI.txt |
EX-10 - PROMISSORY NOTE - Signal Advance Inc | EX-10.2_Promissory_Note.txt |
EX-10 - LEASE AGREEMENT - Signal Advance Inc | EX-10.1_Lease_Agrmt.txt |
EX-10 - INTELLECTUAL PROPERTY ASSIGNMENT - Signal Advance Inc | EX-10.4_IP_Assignment.txt |
EX-10 - CONSULTING AGREEMENT - Signal Advance Inc | EX-10.3_Consulting_Agreement.txt |
EX-23 - CONSENT - AUDITOR, BOBBY J HUTTON - Signal Advance Inc | EX-23.1_Consent_Auditor.txt |
EX-14 - CODE OF ETHICS - Signal Advance Inc | EX-14.1_Code_of_Ethics.txt |
EX-23 - CONSENT - ATTORNEY, RICHARD C SELTZER - Signal Advance Inc | EX-23.2_Consent_Atty.txt |
EX-23 - CONSENT - CONSULTANT, DR RUSSELL - Signal Advance Inc | EX-23.3_Consent_Consultant.txt |
EX-23 - CONSENT - PATENT ATTORNEY, DAVID HENRY - Signal Advance Inc | EX-23.4_Consent_Patent_Atty.txt |
EX-3 - ARTICLES OF INCORPORATION - JUL02 - Signal Advance Inc | EX-3.1_Art_of_Inc_JUL_92.txt |
EX-3 - ARTICLES OF AMENDMENT - SEP04 - Signal Advance Inc | EX-3.2_Art_of_Amend_SEP_04.txt |
EX-3 - ARTICLES OF AMENDMENT - JUL05 - Signal Advance Inc | EX-3.3_Art_of_Amend_JUL_05.txt |
EX-3 - ARTICLES OF AMENDMENT - JUN07 - Signal Advance Inc | EX-3.4_Art_of_Amend_JUN_07.txt |
EX-99 - EXPERT OPINION, DAVID HENRY - Signal Advance Inc | EX-99.1_Opinion_DG_Henry.txt |
EX-99 - EXPERT OPINION, DR RUSSELL - Signal Advance Inc | EX-99.2_Opinion_H_Russell.txt |
EX-99 - LETTER OF COLLABORATION - DR MICHELETTI - Signal Advance Inc | EX-99.3_Collab_UTMB_Health.txt |
EX-99 - LETTER OF COLLABORATION - DR SINENCIO- SANCHEZ - Signal Advance Inc | EX-99.4_Collab_TAMU_ECE.txt |
EX-99 - LETTER OF COLLABORATION - DR SHIH - Signal Advance Inc | EX-99.5_Collab_Dr_Shih.txt |
EX-3 - ARTICLES OF AMENDMENT - JUL11 - Signal Advance Inc | EX-3.5_Art_of_Amend_JUL_11.txt |
EX-99 - 5TH DRAFT - CONFIDENTIAL DRAFT REGISTRATION STATEMENT ON FORM S1 FOR SIGNAL ADVANCE, INC. WITH EXHIBITS - Signal Advance Inc | EX-99.10_5th_Draft_Reg_Stmt.txt |
EX-99 - 1ST DRAFT - CONFIDENTIAL DRAFT REGISTRATION STATEMENT ON FORM S1 FOR SIGNAL ADVANCE, INC. WITH EXHIBITS - Signal Advance Inc | EX-99.6_1st_Draft_Reg_Stmt.txt |
EX-99 - 2ND DRAFT - CONFIDENTIAL DRAFT REGISTRATION STATEMENT ON FORM S1 FOR SIGNAL ADVANCE, INC. WITH EXHIBITS - Signal Advance Inc | EX-99.7_2nd_Draft_Reg_Stmt.txt |
EX-99 - 3RD DRAFT - CONFIDENTIAL DRAFT REGISTRATION STATEMENT ON FORM S1 FOR SIGNAL ADVANCE, INC. WITH EXHIBITS - Signal Advance Inc | EX-99.8_3rd_Draft_Reg_Stmt.txt |
EX-99 - 4TH DRAFT - CONFIDENTIAL DRAFT REGISTRATION STATEMENT ON FORM S1 FOR SIGNAL ADVANCE, INC. WITH EXHIBITS - Signal Advance Inc | EX-99.9_4th_Draft_Reg_Stmt.txt |
EX-99 - 6TH DRAFT - CONFIDENTIAL DRAFT REGISTRATION STATEMENT ON FORM S1 FOR SIGNAL ADVANCE, INC. WITH EXHIBITS - Signal Advance Inc | EX-99.11_6th_Draft_Reg_Stmt.txt |
EX-5 - LEGAL OPINION - VALIDITY OF STOCK - RICHARD C SELTZER - Signal Advance Inc | EX-5.1_Legal_Opinion_Stock.txt |
EXHIBIT 3.6 - Bylaws of the Registrant
BYLAWS OF BIODYNE DEVELOPMENT COMPANY (Currently: Signal Advance, Inc.)
ARTICLE 1: NAME AND OFFICES
1.01 Name. The name of the Corporation is BIODYHNE DEVELOPMENT COMPANY.
1.02 Registered Office and Agent. The registered office of the Corporation
is 2520 County Road 81, Rosharon, Texas 77583. The name of the registered
agent at such address is Chris M. Hymel.
1.03 Other Offices. The Corporation may also have offices at such other
places both within and without the State of Texas as the Board of Directors
may from time to time determine or the business of the Corporation may
require.
ARTICLE 2: SHAREHOLDERS
2.01 Place of Meetings. Meetings of shareholders shall be held at the time
and place, within or without the State of Texas, stated in the notice of the
meeting or in a waiver of notice.
2.02 Annual Meetings. An annual meeting of the shareholders shall be held
each year at a time and date selected by the Board of Directors, called
pursuant to these Bylaws. At the meeting, the shareholders shall elect
directors and transact such other business as may properly be brought before
the meetings.
2.03 Voting List. At least ten (10) days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, with the address of each and the
number of voting shares held by each, shall be prepared by the office or
agent having charge of the stock transfer books. The list, for a period of
ten (10) days prior to the 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. The list shall also be
produced and kept open at the time and place of the meeting during the whole
time thereof, and shall be subject to the inspection of any shareholder
during the whole time of the meeting. Failure to comply with the
requirements of this Section shall not affect the validity of any action
taken at any meeting of the shareholders.
2.04 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, or by these Bylaws, may be called at any time by
the President, or in his absence, by any Vice-President, the majority of the
Board of Directors, or the holders of not less than one-tenth (1/l0) of all
the shares entitled to vote at the meetings. Business transacted at the
special meeting shall be confined to the purposes stated in the notice of the
meeting.
2.05 Notice. Written or printed notice or notice by electronic mail,
stating the place, day and hour of the meeting and, in case of a special
meeting, or where otherwise required by statute, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (l0) or
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 office
or person calling the 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 stock transfer books of the
Corporation, with postage thereon prepaid. See also Bylaw Sections 5.0l and
5.02.
2.06 Quorum. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at meetings of the
shareholders for the transaction of business, except as otherwise provided by
statute, by the Articles of Incorporation or by these Bylaws. If a quorum is
not present or represented at a meeting of the shareholders, a majority of
the shareholders entitled to vote, present in person or represented by proxy,
shall have power to adjourn the meeting after the expiration of at least one
(l) hour to a future time which they may select not more than seven (7) days
later, without notice other than announcement at the meeting, until a quorum
is present or represented. At an adjourned meeting at which a quorum is
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.
2.07 Majority Vote: Withdrawal of Quorum. When a quorum is present at a
meeting, the vote of the holders of a majority of the shares having voting
power, present in person or represented by proxy, shall decide any questions
brought before the meeting, unless the question is one on which by express
provision of the statutes, the Articles of Incorporation, or these Bylaws, a
higher vote is required, in which case the express provision shall govern.
The shareholders present at a duly constituted meeting may continue to
transact business until adjournment, despite the withdrawal of enough
shareholders to leave less than a quorum.
2.08 Record Date; Closing Transfer Books. If the Board of Directors does
not provide for the closing of the stock transfer books, relative to a
particular meeting, then, in such event, the record time and date for the
determination of shareholders entitled to notice of, and to vote at, the
meeting shall be the date upon which notice of the meeting is mailed or
given, or the date upon which waiver of notice, or unanimous written consent
of the shareholders, is executed. See also Bylaw Section 7.ll.
2.09 Method of Voting. Each outstanding share, 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.
At any meeting of the shareholders, every shareholder having the right to
vote 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 recoverable unless
expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law. Each proxy shall be filed with the Secretary of the
Corporation prior to or at the time of the meeting. Voting for directors
shall be in accordance with Section 3.06 of these Bylaws. Any vote may be
taken by voice or by show of hands unless someone entitled to vote objects,
in which case written ballots shall be used. Treasury shares, shares of
stock owned by another corporation, the majority of the voting stock of which
is owned or controlled by this Corporation, and the shares of 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. No share of stock shall be
voted on at any election for Directors which has been transferred on the
books of the Corporation subsequent to the record date determined in
accordance with Bylaw Section 2.08 above. Shares standing in the name of
another corporation, domestic or foreign, may be voted by such officer, agent
or proxy as the Bylaws of such corporation may authorize, or in the absence
of such authorization as the Board of Directors of such corporation may
determine. Shares held by an administrator, executor, guardian or
conservator may be voted by him so long as such shares forming a part of an
estate are in the possession and forming a part of the estate being served by
him, either in person or by proxy, without a transfer of such shares into his
name. Shares standing in the name of a Trustee may be voted by him, either
in person or by proxy, but no Trustee shall be entitled to vote shares held
by him without the transfer of said shares into his name as Trustee. The
general proxy of a fiduciary shall be given the same effect as the general
proxy of an individual or corporation. Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or under the
control of the receiver may be voted by such receiver, without the transfer
thereof into his name if authority so to do be contained in an appropriate
Order of the Court by which such receiver was appointed. Persons whose stock
is pledged shall be entitled to vote, unless in transfer by the pledgor on
the books of the Corporation, the pledgee is expressly empowered by the
pledgor to vote thereon, in which case only the pledgee or his proxy may
represent said shares and vote thereon. To the extent applicable, Roberts
Rules of Order shall govern the conduct of and procedure at all shareholder
meetings.
2.10 Action Without Meeting. Any action required by statute to be taken at
a meeting of the shareholders, or any action which may be taken at a meeting
of the shareholders, 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
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.
The signed consent, or a signed copy, shall be placed in the minute book.
2.11 Electronic, Telephone and Similar Meetings. Shareholders, Directors
and committee members may participate in and hold a meeting electronically by
means of a telephone, electronic mail or similar method of communication
given that a quorum participates in the meeting as specified by statutes, the
Articles of Incorporation, or these Bylaws. Further, participants may vote
via email notice to the Secretary of the Corporation. Participation in such a
meeting shall constitute presence, in person, at the meeting, except where 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.
2.12 Order of Business at Meetings. The order of business at annual
meetings and so far as practicable at other meetings of shareholders shall be
as follows unless changed by the Board of Directors:
(a) call to order
(b) proof of due notice of meeting
(c) determination of quorum and examination of proxies
(d) announcement of availability of voting list (See Bylaw Section 2.03)
(e) reading and approving of minutes of last meeting of shareholders
(f) reports of officers and committees
(g) appointment of voting inspectors
(h) unfinished business
(i) new business
(j) nomination of Directors
(k) opening of polls for voting
(l) recess
(m) reconvening; closing of polls
(n) report of voting inspectors
(o) other business
(p) adjournment
ARTICLE 3: DIRECTORS
3.01 Management. The business and affairs of the Corporation shall be
managed by the Board of Directors who may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or by these Bylaws directed or required to
be exercised or done by the shareholders. Without prejudice to such general
powers and the other powers conferred by statute, by the Articles of
Incorporation and by these Bylaws, it is hereby expressly declared that the
Board of Directors shall have the following powers:
(a) To purchase, or otherwise acquire for the Corporation, any property or
rights, or privileges which the Corporation is authorized to acquire, at such
price or consideration and generally on such terms and conditions as they may
think fit; at their discretion to pay therefor either wholly or partly in
money, stock, bonds, debentures or other securities of the Corporation.
(b) To create, make and issue mortgages, bonds, deeds of trust, trust
agreements and negotiable or transferable instruments and securities, secured
by mortgage or otherwise, and to do every other act and thing necessary to
effect the same.
(c) To appoint any person or corporation to accept and hold in trust for the
Corporation any property belonging to the Corporation, or in which it is
interested, or for any other purpose, and to execute such deeds and do all
things requisite in relation to any such trust.
(d) To delegate any of the powers of the Board in the course of the current
business of the Corporation to any standing or special committee, or any
other officer or agent and to appoint any persons the agents of the
Corporation, with such powers, (including the power to sub-delegate), and
upon such terms as they think fit.
(e) To determine whether any, and if any, what part of the earned surplus of
the Corporation shall be declared in dividends and paid to the shareholders,
and to direct and determine and use the disposition of any such earned
surplus.
(f) To fix, from time to time, the amount of profits of the Corporation to be
reserves as working capital or for any other lawful purpose.
(g) To establish bonus, profit-sharing, or other types of incentive or
compensation plans for the employees, (including officers and Directors), of
the Corporation, and to fix the amount of profits to be distributed or shared
and to determine the persons to participate in any such plans and the amount
of their respective participations.
(h) To enter into contracts of employment, which contracts may be for a term
longer than that for which the Directors are elected.
3.02 Number; Qualification; Election; Term. The Board of Directors shall
consist of not less than three (3) directors, none of whom need be
shareholders or residents of any particular state. The Directors shall be
elected at the annual meeting of the shareholders, except as provided by
Bylaws Sections 3.03 and 3.05, or as may be otherwise provided in these
Bylaws. Each Director elected shall hold office until his successor shall be
elected and shall qualify.
3.03 Change in Number. The number of Directors may be increased or
decreased from time to time by amendment to these Bylaws but no decrease
shall have the effect of shortening the term of any incumbent Director. 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.
3.04 Removal. Any Director may be removed either with or without cause at
any special or annual meeting of shareholders, by the affirmative vote of a
majority in number of shares of the shareholders present, in person or by
proxy, at such meeting and entitled to vote for the election of such Director
if notice of intention to act upon such matter shall have been given in the
notice calling such meeting. Any vacancy or vacancies in the Board resulting
from any such removal may be filled by such vote of such shareholders,
present in person or by proxy, at such shareholders' meeting at which a
quorum is in attendance.
3.05 Vacancies. A directorship shall be considered to be vacant upon the
happening of any one of the following events:
(a) A death of the person holding such directorship;
(b) Resignation of the person holding such directorship;
(c) The refusal of the person elected to a directorship to manifest his
assent to serve;
(d) Removal of a Director as per Bylaw Section 3.04; or
(e) Disqualification of a Director under any provision of law, the Articles
of Incorporation or by these Bylaws.
Any vacancies so occurring in the Board of Directors may be filled by an
affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board of Directors. A Director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office.
3.06 Election of Directors. Directors shall be elected by plurality vote.
Cumulative voting shall be permitted, unless otherwise denied in the Articles
of Incorporation. If cumulative voting is authorized, any shareholder who
chooses 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.
3.07 Place of Meetings. Meetings of the Board of Directors, regular or
special, may be held either within or without the State of Texas.
3.08 First Meeting. The first meeting of a newly elected board shall be
held without further notice immediately following the organizational meeting
of shareholders, and at the same place, unless by unanimous consent of the
Directors then serving the time or place is changed.
3.09 Annual Meetings. Each newly elected Board of Directors may hold their
meetings, elect officers and transact other business, if a quorum be present,
immediately after the annual meeting of the shareholders or any special
meeting of the shareholders held in lieu thereof, and no notice of such
meeting shall be necessary for any purpose; or such meeting may be held at
such place and time as may be fixed in a notice of meeting (given as though
it were to be a special meeting and otherwise in accordance with the
provision of these Bylaws) or such meeting may be held at such place and time
as shall be fixed by the consent, in writing, of all such Directors.
3.10 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by the Board.
3.11 Election of Officers. At the first meeting and each subsequent annual
meeting of the Board of Directors in each corporate year, at which a quorum
shall be present, the Board of Directors shall proceed to the election of the
officers of the Corporation.
3.12 Special Meetings.
(a) Special meetings of the Board of Directors shall be held whenever called
by the President, by a Vice- President, or by the Secretary or by a majority
of the Directors at the time being in office.
(b) The Secretary shall, and in the event of his absence, failure, refusal,
or omission to do so, any officer of the Corporation may give notice of any
special meeting of the Board of Directors, by telegraphing, mailing or
delivering the same at least three (3) days before the date of the meeting to
each Director. Unless otherwise indicated, in the notice or waiver or
waivers of notice thereof, any and all business, of any nature or character,
may be transacted at any special meeting of the Board. Each special meeting
shall be held at the principal office of the Corporation or at such other
place, within or without the State of Texas, as may be designated in the
notice or waiver or waivers of notice thereof, unless and until the Board of
Directors shall, by resolution, designate a place or places where special
meetings of the Board are to be held; and thereafter, special meetings of the
Board shall be held at such place or places so long as such resolution shall
continue in force and effect.
(c) At any meeting of the Board of Directors at which every Director shall be
present, even though held without notice or waiver or waivers of notice and
wherever held, any and all business of any nature or character may be
transacted unless otherwise provided by statute. Attendance of a Director at
a meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a 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. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting, unless otherwise
required herein.
3.13 Quorum. A majority of the Directors then in office shall constitute a
quorum for the transaction of all business; but, if at any meeting of the
Board of Directors there be less than a quorum present, a majority of these
present, or if only one (l) Director be present, then such Director, may
adjourn the meeting from time to time without notice, other than by
announcement at the meeting, until the transaction of any and all business
submitted, or proposed to be submitted, to such meeting or any adjournment or
adjournments thereof shall have been completed. The act of a majority of the
Directors present at a meeting at which a quorum or more than a quorum is in
attendance shall constitute the act of the Board of Directors, except as
otherwise provided by law, by the Articles of Incorporation, or by these
Bylaws.
3.14 Compensation. By resolution of the Board of Directors, the Directors
may be paid their expenses, if any, of attendance at each meeting of the
Board of Directors and may be paid a fixed sum for attendance at each meeting
of the Board of Directors or a stated salary as Director. No such payment
shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of the executive
committee or of special or standing committees may, by resolution of the
Board of Directors, be allowed like compensation for attending committee
meetings.
3.15 Procedure. The Board of Directors shall keep regular minutes of its
proceedings. The minutes shall be placed in the minute book of the
Corporation.
3.16 Action Without Meeting. Any action required or permitted to be taken
at a meeting of the Board of Directors may be taken without a meeting if a
consent in writing, setting for the action so taken, is signed by all the
members of the Board of Directors. Such consent shall have the same force
and effect as a unanimous vote at a meeting. The signed consent, or a signed
copy, shall be placed in the minute book.
3.17 Electronic, Telephone and Similar Meetings. See Bylaw Section 2.11.
3.18 Order of Business.
(a) At meetings of the Board of Directors, business shall be transacted in
such order as from time to time the Board of Directors may determine.
(b) At the meetings of the Board of Directors, the President, or in his
absence, any Vice-President who is also a Director, shall preside, and in the
absence of the President or such Vice-President, a Chairman shall be chosen
by the Board from among the Directors present.
(c) The Secretary, or in his absence any Assistant Secretary, of the
Corporation shall act as Secretary of all meetings of the Board of Directors,
but in the absence of the Secretary or an Assistant Secretary, the presiding
officer may appoint any person to act as Secretary of the meeting.
3.19 Interest of Directors in Contracts.
(a) No contract or other transaction between the Corporation and any firm of
which one (1) or more of its Directors are members or employees, or in which
they are otherwise pecuniarily interested, or between the Corporation and any
corporation or association in which one (1) or more of its Directors are
shareholders, member, Directors, officers or employees, or in which they are
otherwise interested, shall be void or voidable by reason of such
directorship in this Corporation or such interest in such other firm,
corporation or association, notwithstanding the presence of such Director or
Directors at the meeting of the Board of Directors of this Corporation which
acts upon or in reference to such contract or transaction, and
notwithstanding his or their participation in such action, if (i) the fact of
such interest shall be disclosed or known to the Board of Directors and the
Board of Directors shall authorize, approve, or ratify such contract or
transaction by vote of a majority of the Directors present, such interested
Director or Directors to be counted in determining whether a quorum is
present, but not to be counted in calculating the majority necessary to carry
such vote, or if (ii) the fact of such interest shall be disclosed or known
to the shareholders and the shareholders, by written consent or by vote of
holders of records of a majority of all the outstanding shares of stock
entitled to vote, shall authorize, approve or ratify such contract or
transaction, nor shall any Director be liable to account to this Corporation
for any profits realized by or from or through any such transaction or
contract of the Corporation so authorized, ratified or approved by reason of
such directorship or interest. Nothing herein contained shall create
liability in the events above described or prevent the authorization,
ratification or approval of such transactions or contracts in any other
manner permitted by law. This Section shall not be construed to invalidate
any contract or other transaction which would otherwise be valid under the
common and statutory law applicable thereto.
(b) Any contract, transaction or act of the Corporation or Directors which
shall be ratified by a majority of the quorum of the shareholders of the
Corporation at any annual meeting, or at any special meeting called for such
purpose, shall, insofar as permitted by law or by the Articles of
Incorporation of the Corporation, be as valid and as binding as though
ratified by every shareholder of the Corporation; provided, however, that any
failure of the shareholders to approve or ratify any such contract,
transaction, or act, when and if submitted, shall not be deemed to invalidate
in any way the same or deprive the Corporation, its Directors, officers or
employees of any of its or their rights to proceed with such transactions,
contract or act.
3.20 Liability of Directors in Certain Cases. A Director shall not be
liable for his acts as such if he is excused from liability under Section B,
Section C or Section D, of Article 2.41, of the Texas Business Corporation
Act; and, in addition, to the fullest extent permitted by the Texas Business
Corporation Act, each officer or Director or member of any Corporation
Committee shall, in the discharge of any duty imposed or power conferred upon
him by the Corporation, be fully protected if, in the exercise of ordinary
care, he acted in good faith and in reliance upon the written opinion of any
attorney for the Corporation, the books of account or reports made to the
Corporation by any of its officials, or by an Independent Certified Public
Account, or by an appraiser selected with reasonable care by the Board of
Directors or by such committee, or in reliance upon other records of the
Corporation.
3.21 Ratification by Shareholders or Directors of Certain Acts. The
Directors in their discretion may submit any contract or act for approval or
ratification at any shareholders' meeting, and any contract or acts that
shall be approved or be ratified by the vote of majority of the shareholders
represented in person or by proxy at such shareholders' meeting at which
there is a quorum, shall be as valid and binding upon the Corporation and
upon all the shareholders as if it had been approved or ratified by every
shareholder. Any transaction questioned in any shareholder's derivative suit
on the ground of lack of authority, defective or irregular execution, adverse
interest of Director, officer or Shareholder, non-disclosure, miscomputation,
or the application of improper principles or practices of accounting may be
ratified, unless prohibited by law, before or after judgment, by the Board of
Directors or by the shareholders and if so ratified, shall have the same
force and effect as if the questioned transaction had been originally duly
authorized, and said ratification shall be binding upon the Corporation and
its shareholders and shall constitute a bar to any claim or execution or any
judgment in respect of such questioned transaction.
ARTICLE 4: EXECUTIVE COMMITTEES
4.01 Designation. The Board of Directors may, by resolution adopted by a
majority of the whole board, designate an executive committee.
4.02 Number; Qualification; Term. The executive committee shall consist of
one or more Directors, one of whom shall be the President. The executive
committee shall serve at the pleasure of the Board of Directors.
4.03 Authority. The executive committee, to the extent provided in such
resolution, shall have and may exercise all of the authority of the Board of
Directors in the management of the business and affairs of the Corporation,
including authority over the use of the corporate seal. However, the
executive committee shall not have the authority of the Board in reference
to:
(a) amending the Articles of Incorporation;
(b) approving a plan of merger or consolidation;
(c) recommending to the shareholders the sale, lease or exchange of all or
substantially all of the property and assets of the Corporation otherwise
than in the usual and regular course of its business;
(d) recommending to the shareholders a voluntary dissolution of the
Corporation or a revocation thereof;
(e) amending, altering, or repealing these Bylaws or adopting new
Bylaws;
(f) filling vacancies in or removing members of the Board of
Directors or of any committee appointed by the Board of Directors;
(g) fixing the compensation of any member of such committee;
(h) altering or repealing any resolution of the Board of Directors which by
its terms provides that it shall not be so amendable or repealable;
(i) declaring a dividend; or
(j) authorizing the issuance of shares of the Corporation.
4.04 Change in Number. The number of executive committee members may be
increased or decreased from time to time by resolution adopted by a majority
of the entire Board of Directors.
4.05 Removal. Any member of the executive committee may be removed by the
Board of Directors by the affirmative vote of a majority of the whole board,
whenever in its judgment the best interests of the Corporation will be served
thereby.
4.06 Vacancies. A vacancy occurring in the executive committee (by death,
resignation, removal or otherwise) may be filled by the Board of Directors in
the manner provided for original designation in Bylaw Section 4.0l.
4.07 Meetings. Time, place and notice, (if any) of executive committee
meetings shall be determined by the executive committee. See also Bylaw
Sections 5.0l and 5.02.
4.08 Quorum; Majority Vote. At meetings of the executive committee, a
majority of the number of members designated by the Board of Directors shall
constitute a quorum for the transaction of business. The act of a majority
of the members present at any meeting at which a quorum is present shall be
the act of the executive committee, except as otherwise specifically provided
by statute, the Articles of Incorporation, or these Bylaws. If a quorum is
not present at a meeting of the executive committee, the members present may
adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present.
4.09 Compensation. See Bylaw Section 3.14.
4.10 Procedure. The executive committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required. The
minutes of the proceedings of the executive committee shall be placed in the
minute book of the Corporation.
4.11 Action Without Meeting. Any action required or permitted to be taken
at a meeting of the executive committee may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all the
members of the executive committee. Such consent shall have the same force
and effect as a unanimous vote at a meeting. The signed consent, or a signed
copy, shall be placed in the minute book.
4.12 Electronic, Telephone and Similar Meetings. See Bylaw Section 2.11.
4.13 Responsibility. The designation of an executive committee and the
delegation of authority to it shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or
him by law.
ARTICLE 5: NOTICE
5.01 Method. Whenever by statute, the Articles of Incorporation, these
Bylaws, or otherwise, notice is required to be given to a Director, committee
member, or security holders, and no provision is made as to how the notice
shall be given, it shall not be construed to mean personal notice, but any
such notice may be given: (a) in writing, by mail, postage prepaid, addressed
to the Director, committee member or security holder at the address appearing
on the books of the Corporation; or (b) by electronic mail or in any other
method permitted by law. Any notice required or permitted to be given by
mail shall be deemed given at the time when the same is thus deposited in the
United States mails.
5.02 Waiver. Whenever, by statute or the Articles of Incorporation or
these Bylaws, notice is required to be given to a security holder, committee
member, or Director, a waiver thereof in writing signed by the person or
persons entitled to such notice, or by telephone or electronic mail to the
Secretary or President of the Corporation, telegraph or cable, 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 grounds that the meeting
is not lawfully called or convened.
ARTICLE 6: OFFICERS AND AGENTS
6.01 Number; Qualification; Election; Term.
(a) The Corporation shall have: (1) a President, a Vice-President, a
Secretary and a Treasurer, and (2) such other officers (including a chairman
of the Board and additional Vice-Presidents) and assistant officers and
agents as the Board of Directors may deem necessary.
(b) No officer or agent need be a shareholder, a Director or a resident of
Texas.
(c) Officers named in Bylaw Section 6.01(a)(1) shall be elected by the Board
of Directors by a majority vote of those present, with a quorum, on the
expiration of an officer's term or whenever a vacancy exists. Officers and
agents named in Bylaw Section 6.01(a)(2) may be elected by the Board at any
meeting.
(d) Unless otherwise specified by the Board at the time of election or
appointment, or in an employment contract approved by the Board, each
officer's and agent's term shall end at the first meeting of Directors after
the next annual meeting of shareholders. He shall serve until the end of his
term or, if earlier, his death, resignation, or removal.
(e) Any two or more offices may be held by the same person, except that the
President and Secretary shall not be the same person.
6.02 Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment
the best interests of the Corporation will be served thereby. Such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of itself
create contract rights.
6.03 Vacancies. Any vacancy occurring in any office of the Corporation (by
death, resignation, removal or otherwise) may be filled by a majority vote of
the Board of Directors present at a meeting at which a quorum is present.
Such vacancy shall be filled for the unexpired portion of the term of such
officer, and any officer so elected shall hold office until his successor
shall be duly elected and shall qualify.
6.04 Authority. Officers and agents shall have such authority and perform
such duties in the management of the Corporation as are provided in these
Bylaws or as may be determined by resolution of the Board of Directors not
inconsistent with these Bylaws.
6.05 Compensation. The compensation of officers and agents shall be fixed
from time to time by the Board of Directors.
6.06 President. The President shall be the chief executive officer of the
Corporation; he shall preside at all meetings of the shareholders and the
Board of Directors, shall have general and active management of the business
and affairs of the Corporation, shall see that all orders and resolutions of
the Board are carried into effect. He shall perform such other duties and
have such other authority and powers as the Board of Directors may from time
to time prescribe. Further, the corporation may appoint a President of
Operations to have general and active management of the business operations
of the Corporation on a day-to-day basis. The President of Operations shall
also perform such other duties and have such other authority and powers as
the Board of Directors may from time to time prescribe.
6.07 Vice-President. The Vice-Presidents in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence
or disability of the President, perform the duties and have the authority and
exercise the powers of the President. They shall perform such other duties
and have such other authority and powers as the Board of Directors may from
time to time prescribe or as the President may from time to time delegate.
6.08 Secretary.
(a) The Secretary shall attend all meetings of the Board of Directors and all
meetings of the shareholders and record all votes, actions and minutes of all
proceedings in a book to be kept for that purpose and shall perform like
duties for the executive and other committees when required.
(b) He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors.
(c) He shall keep in safe custody the seal of the Corporation and, when
authorized by the Board of Directors or the Executive committee, affix it to
any instrument requiring it. When so affixed, it shall be attested by his
signature or by the signature of the Treasurer or an Assistant Secretary.
(d) Keep a register of the post office address of each shareholder.
(e) Sign with the President certificates for shares of the Corporation.
(f) Have general charge of the stock transfer book of the Corporation.
(g) He shall be under the supervision of the President. He shall perform
such other duties and have such other authority and powers as the Board of
Directors may from time to time prescribe or as the President may from time
to time delegate.
6.09 Assistant Secretary. The Assistant Secretaries in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in
the absence or disability of the Secretary, perform the duties and have the
authority and exercise the powers of the Secretary. They shall perform such
other duties and have such other powers as the Board of Directors may from
time to time prescribe or as the President may from time to time delegate.
6.10 Treasurer.
(a) The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other
valuables in the name and to the credit of the Corporation in depositories
designated by the Board of Directors.
(b) He shall disburse the funds of the Corporation as ordered by the Board of
Directors, and prepare financial statements as they direct.
(c) If required by the Board of Directors, he shall give the Corporation a
bond (in such from, 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.
(d) He shall perform such other duties and have such other authority and
powers as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate.
6.11 Assistant Treasurer. The Assistant Treasurers in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in
the absence or disability of the Treasurer, perform the duties and have the
authority and exercise the powers of the Treasurer. They shall perform such
other duties and have such other powers as the Board of Directors may from
time to time prescribe or the President may from time to time delegate.
6.12 Returns and Statements. It shall be the duty of each officer of this
Corporation to make and file any and all returns, reports, lists, or
statements required by law to be made and filed by him, and to make full
reports to the Board of Directors respecting the affairs of the Corporation
in his charge whenever he may be requested to do so.
6.13 Absence or Inability to Act. In the case of absence or inability to
act, of any officer of the Corporation or of any person herein authorized to
act in his place, the Board of Directors may, from time to time, delegate the
powers or duties of such officer to any other officer or any Director, or any
person it may select.
6.14 Performance Bonds of Officers. The Board of Directors may, by
resolution, require any and all officers to give bonds to the Corporation,
with sufficient surety or sureties, conditioned for the faithful performance
of the duties of their respective offices, and to comply with such other
conditions as may, from time to time, be required by the Board of Directors.
6.15 Voting Securities Owned by the Corporation. Unless otherwise ordered
by the Board of Directors, the President, or in the event of his inability to
act, the Vice- President designated herein or by the Board of Directors to
act in the absence of the President, shall have full power and authority on
behalf of the Corporation to attend and to act and to vote at any meetings of
security holders of any corporation in which the Corporation may hold
securities, and at such meetings shall possess and may exercise any and all
rights and powers incident to the ownership of such securities, if present.
The Board of Directors, by resolution from time to time, may confer like
powers upon any person or persons.
ARTICLE 7: CERTIFICATES AND SHAREHOLDERS
7.01 Certificates. Certificates in the form determined by the Board of
Directors shall be delivered representing all shares to which shareholders
are entitled. Certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued. Each certificate
shall state on its face the holder's name, the number and class of shares,
the par value of shares or a statement that such shares are without par
value, whether the transferability of the shares is restricted by any
agreements and such other matters as may be required by law. It shall be
signed by the President or a Vice-President, and Secretary or Assistant
Secretary and such other officer or officers as the Board of Directors shall
designate, and may be sealed with the seal of the Corporation or a facsimile
thereof. If a certificate is countersigned by a transfer agent, or an
assistant transfer agent or registered by a registrar (either of which is
other than the Corporation or an employee of the Corporation), the signature
of any officer may be a facsimile.
7.02 Issuance. Shares (both treasury and authorized but unissued) may be
issued for such consideration (not less than par value) and to such persons
as the Board of Directors may determine from time to time. Shares may not be
issued until the full amount of the consideration, fixed as provided by law,
has been paid.
7.03 Payment of Shares.
(a) Kind. The consideration for the issuance of shares shall consist of
money paid, labor done (including services actually performed for the
Corporation) or property (tangible or intangible) actually received. Neither
promissory notes nor the promise of future services shall constitute payment
for shares.
(b) Valuation. In the absence of fraud in the transaction, the judgment of
the Board of Directors as to the value of consideration received shall be
conclusive.
(c) Effect. When consideration, fixed as provided by law, has been paid, the
shares shall be deemed to have been issued and shall be considered fully paid
and nonassessable.
(d) Allocation of Consideration. The consideration received for shares shall
be allocated by the Board of Directors, in accordance with law, between
stated capital and capital surplus accounts.
7.04 Subscriptions. Unless otherwise provided in the subscription
agreement, subscriptions for shares, whether made before or after
organization of the Corporation, shall be paid in full at such time or in
such installments and at such times as shall be determined by the Board of
Directors. Any call made by the Board of Directors for payment on
subscriptions shall be uniform as to all shares of the same series. In case
of default in the payment on any installment or call when payment is due, the
Corporation may proceed to collect the amount due in the same manner as any
debt due to the Corporation.
7.05 Lien. For any indebtedness of a shareholder to the Corporation, the
Corporation shall have a first and prior lien on all shares of its stock
owned by him and on all dividends or other distributions declared thereon.
7.06 Lost, Stolen or Destroyed Certificates. The Corporation shall issue a
new certificate in place of any certificate for shares previously issued if
the registered owner of the certificate:
(a) Claim. Makes proof in affidavit form that it has been lost, destroyed or
wrongfully taken; and,
(b) Timely Request. Requests the issuance of a new certificate before the
Corporation has notice that the certificate has been acquired by the
purchaser for value in good faith and without notice of an adverse claim;
and
(c) Bond. Gives a bond in such form, and with such surety or sureties, with
fixed or open penalty, as the Corporation may direct, to indemnify the
Corporation (and its transfer agent and registrar, if any) against any claim
that may be made on account of the alleged loss, destruction, or theft of the
certificate; and
(d) Other Requirements. Satisfies any other reasonable requirements imposed
by the Corporation.
When a certificate has been lost, apparently destroyed or wrongfully taken,
and the holder of record fails to notify the Corporation within a reasonable
time after he has notice of it, and the Corporation registers a transfer of
the shares represented by the certificate before receiving such notification,
the holder of record is precluded from making any claim against the
Corporation for the transfer or for a new certificate.
7.07 Transfer of Shares. Transfer of shares of the Corporation shall be
made only on the books of the Corporation by the holder of record thereof, or
by his legal representative or by his attorney thereunto authorized by Power
of Attorney duly executed and filed with the Secretary of the Corporation, or
with the Transfer Clerk or Transfer Agent which may be appointed, and on
surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon. The person in whose name
shares stand on the books of the Corporation shall be deemed the owner
thereof for all as regards to the Corporation, provided that whenever any
transfer of shares shall be made for collateral security, and not absolutely,
such fact, if known to the Secretary of the Corporation, shall be so
expressed in the entry of transfer. The Board may, from time to time, make
such additional rules and regulations as it may deem expedient, not
inconsistent with these Bylaws concerning the issue, transfer and
registration of certificates of shares of the stock of the Corporation. The
Corporation shall not be required to transfer such shares if the signature of
such person has not been guaranteed by a national banking association or
member of the New York Exchange, and reasonable assurance is given that such
endorsements are effective; or if the Corporation has notice of an adverse
claim, provided that the Corporation shall have no duty to inquire into such
a claim.
7.08 Sale of Stock to Employees and Key Management Personnel. The Board of
Directors is authorized to enter into buy and sell agreements or stock
repurchase agreements with respect to shares of stock sold to employees and
key management personnel of the Corporation, reserving the right to the
Corporation to re-acquire and repurchase said shares in the event the
employee ceases to be employed by the Corporation, in the event of the
employee's death, in the event of divorce of employee or death of an
employee's spouse, and in the event the employee wishes to dispose of his
shares while still an employee.
7.09 Facsimile Signatures and Seals. The Certificates of stock may be
signed by the President or a Vice-President and the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and sealed with the
Seal of the Corporation, and such seal may be a facsimile, engraved or
printed. When any such certificates are countersigned by a transfer agent,
or a transfer clerk, or registered by a registrar, either of which is other
than the Corporation itself or an employee of the Corporation, the signature
of the President or the Vice-President, and the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and sealed with the Seal of the Corporation, and such
seal may be a facsimile, engraved or printed. In case any such officer who
has signed or whose facsimile signature shall have been placed upon such
certificate shall have ceased to be such before said certificate is issued,
it may be issued by the Corporation with the same effect as if he were such
officer at the date of its issuance.
7.10 Transfer Agents and Registrars. The Board of Directors may appoint
one or more transfer agents and/or one or more registrars and may require all
certificates of stock to bear the signature or signatures of any of them.
7.11 Closing of Transfer Books. The Board of Directors shall have the
power to close the stock transfer books of the Corporation for a period not
exceeding fifty (50) days before any shareholders' meeting, or before ten
(10) days prior to such meeting, or before the last day on which the consent
or dissent of shareholders may be effectively expressed for any purpose
without a meeting, or before a date fixed for the payment of any dividend or
for the delivery of evidences of rights or evidences of interest arising out
of any changes, conversion or exchange of the Capital Stock, as the time at
which shareholders entitled to notice of, and to vote at, such meeting or
whose consent or dissent is required or may be expressed for any purpose, or
entitled to receive any such dividend, distribution, right or interest, shall
be determined; and all persons who are holders of record of voting stock at
such time, and not others, shall be entitled to notice of, and to vote at,
such meeting or to express their consent or dissent, as the case may be, and
only shareholders of record at the time so fixed shall be entitled to receive
such dividend, distribution, rights or interests.
7.12 Registered Owner. Prior to due presentment for registration of
transfer of a certificate for shares, the Corporation may treat the
registered owner as the person exclusively entitled to vote, to receive
notices and otherwise to exercise all the rights and powers of a shareholder.
7.13 Pre-emptive Rights. Shareholders or other persons shall have pre-
emptive rights, unless the same has been denied in the Articles of
Incorporation filed with the Secretary of State.
7.14 Restrictions on Transfer. If the Corporation has entered into any
agreement restricting the transferability of the shares of stock of this
Corporation, the same shall be attached to these Bylaws as Exhibit A, and
made a part hereof for all purposes.
ARTICLE 8: GENERAL PROVISIONS
8.01 Dividends and Reserves.
(a) Declaration and Payment. Subject to statute and the Articles of
Incorporation, dividends may be declared by the Board of Directors at any
regular or special meeting and may be paid in cash, in property, or in shares
of the Corporation. The declaration and payment shall be at the discretion
of the Board of Directors.
(b) Reserves. By resolution the Board of Directors may create such reserve
or reserves out of the earned surplus of the Corporation as the Directors
from time to time, in their discretion, think proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any
property of the Corporation, or for any other purpose they think beneficial
to the Corporation. The Directors may modify or abolish any such reserve in
the manner in which it was created.
8.02 Books and Records. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
shareholders and Board of Directors, and shall 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.
8.03 Checks and Notes. All checks or demands for money and notes of the
Corporation shall be signed by such office or officers or such other person
or persons as the Board of Directors may from time to time designate.
8.04 Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
8.05 Seal. The Corporation seal (of which there may be one or more
exemplars) shall contain the name of the Corporation and the name of the
state of incorporation. The seal may be used by impressing it or reproducing
a facsimile of it, or otherwise.
8.06 Indemnification of Officers and Directors. Each Director or officer,
whether or not then in office, subject always to the provisions of the laws
of the State of Texas, and the Articles of Incorporation, shall be
indemnified by the Corporation against all costs and expenses reasonably
incurred by or imposed upon him in connection with or arising out of any
action, suit or proceeding which he may be for any reason involved by reason
of his being or having been a Director or officer of the Corporation, such
expense to include the cost of the reasonable settlements (other than amounts
to be paid to the Corporation itself), made with the view to curtailment of
costs of litigation. The Corporation shall not, however, indemnify any
officer or Director with respect to matters as to which he shall be finally
adjudged in any such action, suit or proceeding, to have been derelict in the
performance of his duties as such Director or officer, nor in respect of any
matter on which any settlement or compromise is effected, if the total
expense, including the cost of such settlement shall substantially exceed
expenses which might reasonably be incurred by such Director or officer
conducting such litigation with final conclusion. The foregoing right of
indemnification shall not be exclusive of other rights to which any Director
or officer shall be entitled as a matter of law. Provisions of this Section
shall not be modified or repealed except by affirmative vote of a majority of
the issued and outstanding voting stock of the Corporation.
8.07 Resignation. Any Director, committee member, officer or agent may
resign by giving written notice to the President or the Secretary. The
resignation shall take effect at the time specified therein, or immediately
if no time is specified. Unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
8.08 Amendment of Bylaws.
(a) These Bylaws may be altered, amended, or replaced 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 meeting, provided notice of the
proposed alteration, amendment, or repeal is contained in the notice of the
meeting.
(b) These Bylaws may also be altered, amended or repealed at any meeting of
the shareholders at which a quorum is present or represented, by the
affirmative vote of the holders of a majority of the shares present or
represented at the meeting and entitled to vote The rest, provided notice of
the proposed alteration, amendment or repeal is contained in the notice of
the meeting.
8.09 Construction. Whenever the context so requires, the masculine shall
include the feminine and neuter, and the singular shall include the plural,
and conversely. If any portion of these Bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible:
(a) The remainder of these Bylaws shall be considered valid and pperative;
and
(b) Effect shall be given to the intent manifested by the portion held
invalid or inoperative.
8.10 Headings. The headings are for organization, convenience and clarity.
In interpreting these Bylaws, they shall be subordinated in importance to the
other written material.
8.11 Relation to Articles of Incorporation. These Bylaws are subject to,
and governed by, the Articles of Incorporation.
8.12 Interpretation. The place of these Bylaws, their status and their
forum, shall be at all times in the State of Texas; and these Bylaws shall be
governed by the Laws of the State of Texas as to all matters relating to
their validity, construction and interpretation. In the event that any Court
of competent jurisdiction shall adjudge to be invalid or unlawful any clause,
sentence, paragraph, sub-section, section or article of these Bylaws, such
judgment or decree shall not affect, impair, invalidate or nullify the
remainder of these Bylaws, or any other provision hereof, but the effect of
such judgment or decree shall be confined to the clause, sentence, paragraph,
sub-section, section or article so adjudged to be invalid or unlawful.
In witness whereof, hereunto set our hands effective this 5th day of August,
2005.
BIODYNE DEVELOPMENT COMPANY
/s/Chris M. Hymel
------------------------------
CHRIS M. HYMEL, Director
SWORN AND SUBCRIBED before me this 5th day of August 2005.
/s/Bonnie Mayer
NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS
/s/Herbert Joe
------------------------------
HERBERT JOE, Director
SWORN AND SUBCRIBED before me this 29th day of August 2005.
/s/ Bonnie Mayer
NOTARY PUBLIC IN AND FOR THE STATE OF OKLAHOMA
/s/Ron Stubbers
------------------------------
RON STUBBERS, Director
SWORN AND SUBCRIBED before me this 5Th day of August 2005.
/s/ John Mathew
NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS