Benchmark Electronics Inc 8-K, filed Dec 8, 2020
Benchmark Electronics Inc (BHE)
8-K
2020-12-08
For: 2020-12-02
View Original
Added on
April 10, 2026
About this 8-K
Benchmark Electronics Inc filed this 8-K on December 8, 2020, reporting on events of December 2, 2020.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
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Registrant’s telephone number, including area code:
)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2. below):
Title of each class
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, Inc.
Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
☐
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 2, 2020, the Board of Directors of Benchmark Electronics, Inc. (the “Company”) adopted ministerial
amendments (the “Amendments”) to the Company’s Amended and Restated Bylaws, effective immediately. The
Amendments provide a more clear classification and delineation of elected senior officers of the Company. Article
4, Sections 1 and 8, and Article 5, Section 1 of the Amended & Restated Bylaws have been revised to adopt three
classes of Vice Presidents: (i) Executive Vice Presidents, who are appointed by the Board of Directors and are
incumbent to serve in the President and Chief Executive Officer’s (the “CEO”) absence, (ii) Senior Vice Presidents,
who are appointed by the Board of Directors and serve as senior executive officers of the Company on the CEO’s
direct staff, and (iii) Vice Presidents, who are subordinate to the aforementioned categories of senior officers
described above.
The foregoing summary of the Amendments is qualified in its entirety by reference to the complete text of the new
Amended & Restated Bylaws, a copy which is attached to this Current Report on Form 8-K as Exhibit 3.2.
I’Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description of Exhibit
3.2
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
BENCHMARK ELECTRONICS, INC.
Date: December 7, 2020
By: /s/ Stephen J. Beaver
Stephen J. Beaver, Esq.
Vice President General Counsel
Exhibit 3.2
AMENDED AND RESTATED BYLAWS
of
BENCHMARK ELECTRONICS, INC.
A Texas corporation
December 2, 2020
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AMENDED AND RESTATED BYLAWS
of
BENCHMARK ELECTRONICS, INC.
ARTICLE 1
Offices and Agent
of Directors (the “
Board
”) may designate or as the business of the Corporation may require from time to
time.
“
TBOC
”) to be maintained in the State of Texas may, but need not, be the same as the principal office in
the State of Texas, as designated by the Board. The address of the registered office or the identity of the
registered agent may be changed from time to time by the Board.
ARTICLE 2
Shareholders
each year and at such time and place as may be determined by the Board, for the purpose of electing
directors and for the transaction of such other business as may come before the meeting. If the day fixed
for the annual meeting is a legal holiday in the State of Texas, such meeting shall be held on the next
succeeding business day. If the election of directors is not held on the day designated for the annual
meeting of the shareholders or at any adjournment thereof, the Board shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as may be convenient.
Executive Officer or the President, (b) the Board, (c) the Chief Executive Officer, the President or the
Secretary at the request in writing of a majority of the Board, or (d) the Chief Executive Officer, the
President or the Secretary at the request in writing of the holders of at least 10% of all the shares entitled to
vote at the proposed special meeting. Any such request to call a special meeting of the shareholders shall
state the purpose or purposes of such meeting.
Texas as the place of meeting for any annual or special meeting of shareholders called by or at the request
of the Board. If no designation is made, or if a special meeting is called otherwise than by or at the request
of the Board, the place of meeting shall be the principal office of the Corporation in the State of Texas.
meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by
mail, by or at the direction of the Chief Executive Officer, President, Secretary, or the officer or persons
calling the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the shareholder at his or her
address as it appears on the share transfer records of the Corporation, with postage thereon prepaid.
Attendance by a shareholder, whether in person or by proxy, at a shareholder ’s meeting shall constitute a
waiver of notice of such meeting of which such shareholder has had no notice.
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proxy solicitation materials approved by the Board.
determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment
thereof, or entitled to receive a distribution by the Corporation (other than a distribution involving a
purchase or redemption by the Corporation of any of its own shares) or a share dividend, or in order to
make a determination of shareholders for any other proper purpose (other than determining shareholders
entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the
Board may provide that the share transfer records shall be closed for a stated period not to exceed, in any
case, 60 days. If the share transfer records shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such records shall be closed for at least 10 days
immediately preceding such meeting. In lieu of closing the share transfer records, the Board may fix in
advance a date as the record date for any such determination of shareholders, such date in any case to be
not more than 60 days and, in the case of a meeting of shareholders, not less than 10 days, prior to the date
on which the particular action requiring such determination of shareholders is to be taken. If the share
transfer records are not closed and no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or shareholders entitled to receive a distribution (other
than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a
share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the
Board declaring such distribution or share dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Section 5, such determination shall apply to any
adjournment thereof except where the determination has been made through the closing of the share
transfer records and the stated period of closing has expired.
previously been fixed or determined pursuant to Section 5 of this Article 2, whenever action by
shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the Board
may fix a record date for the purpose of determining shareholders entitled to consent to that action, which
record date shall not precede, and shall not be more than 10 days after, the date upon which the resolution
fixing the record date is adopted by the Board. If no record date has been fixed by the Board and the prior
action of the Board is not required by the TBOC, the record date for determining shareholders entitled to
consent to action in writing without a meeting shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its
registered office, its principal place of business, or an officer or agent of the Corporation having custody of
the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by
certified or registered mail, return receipt requested. Delivery to the Corporation ’s principal place of
business shall be addressed to the President or the Chief Executive Officer of the Corporation. If no record
date shall have been fixed by the Board and prior action of the Board is required by the TBOC, the record
date for determining shareholders entitled to consent to action in writing without a meeting shall be at the
close of business on the date on which the Board adopts a resolution taking such prior action.
Corporation shall make, at least 10 days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a period of 10 days prior to such
meeting, shall be kept on file at the registered office or principal place of business of the Corporation and
shall be subject to inspection by any shareholder at any time during usual business hours. Such list also
shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection
of any shareholder during the whole time of the meeting. The original share transfer records shall be
prima-facie evidence as to the shareholders entitled to examine such list or transfer records or to vote at any
meeting of shareholders. The failure to comply with the requirem ents of this Section 7 shall not affect the
validity of any action taken at the meeting.
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holders of a majority of the shares entitled to vote are represented at the meeting in person or by proxy.
Once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy
at the meeting may conduct such business as may be properly brought before the meeting until it is
adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any
shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the
meeting. The shareholders represented in person or by proxy at a meeting of shareholders at which a
quorum is not present may adjourn the meeting until such time and to such place as may be determined by
a vote of the holders of a majority of the shares represented in person or by proxy at that meeting.
the shareholder. A telegram, telex, cablegram or other form of electronic transmission, including
telephonic transmission, by the shareholder, or a photogra phic, photostatic, facsimile or similar
reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for
purposes of this Section 9. No proxy shall be valid after 11 months from the date of its execution unless
otherwise provided in the proxy. A proxy shall be revocable unless the proxy form conspicuously states
that the proxy is irrevocable and the proxy is coupled with an interest.
resolutions adopted by the Board establishing any series of Preferred Stock, the exclusive voting power of
the Corporation shall be vested in the Common Stock. Except as otherwise expressly provided in any such
resolution or resolutions, or as otherwise provided by the TBOC, each outstanding share of Common Stock
shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.
or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote
is required by the TBOC, the act of the shareholders shall be the affirmative vote of the holders of a
majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of
shareholders at which a quorum is present.
affirmative vote of the holders of a majority of the shares entitled to vote in the election of directors and
represented in person or by proxy at a meeting of shareholders at which a quorum is present;
provided,
however
, that if the Company receives a notice submitted by a shareholder nominating a person for election
to the Board at a meeting of shareholders in compliance with the procedures set forth in Section 8 of Article
3 and Section 12 of Article 2 and such nomination has not been withdrawn by such shareholder on or prior
to the tenth day before the Company first mails its notice of meeting for such meeting to the shareholders,
the persons receiving a plurality of the votes cast, up to the total number of directors to be elected at such
meeting, by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at
which a quorum is present shall be elected.
the shares entitled to vote is required by the TBOC, the act of the shareholders on that matter shall be the
affirmative vote of the holders of a majority of the shares entitled to vote on that matter, rather than the
affirmative vote otherwise required by the TBOC.
consideration, business must be (a) specified in the notice of meeting given pursuant to Section 4 of this
Article 2, (b) properly brought before the meeting by or at the direction of the Board, or (c) properly
brought before the meeting by a shareholder.
submit a written notice of the proposed business to the Secretary as provided herein. In the case of the
annual meeting of shareholders, the shareholder ’s notice must be received at the principal office of the
Corporation not less than 60 days in advance of the date of the Corporatio n’s notice of annual meeting
given in connection with the previous year’s annual meeting of shareholders. If no such annual meeting
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was held in the previous year or the date of the current year’s annual meeting has been changed by more
than thirty days from the date contemplated in the previous year’s notice of annual meeting, the
shareholder’s notice must be received by the Corporation a reasonable period of time before the date of the
Corporation’s notice of annual meeting for the current year and any accompanying solicitation of proxies
are made. In the case of a special meeting of shareholders, the shareholder’s notice must be received at the
principal office of the Corporation a reasonable period of time prior to the date of the meeting to allow
sufficient time for the dissemination of information to the shareholders entitled to vote at such meeting;
provided, however, that if at least 30 days’ notice of the meeting has been given to the shareholders, the
shareholder’s notice must be received by the Corporation no later than 10 days prior to the date of the
meeting.
proposes to bring before the meeting of shareholders the following information: (a) a brief description of
the business proposed to be brought before the meeting and the reason or reasons for conducting such
business at the meeting; (b) the name and address of the shareholder proposing such business; (c) the class,
series (if applicable), and number of shares of the Corporation that such shareholder owns beneficially; (d)
any material interest of the shareholder in the proposed business; and (e) if the business that the shareholder
proposes to bring before the meeting of shareholders is the election to the Board of a person or persons to
be nominated by or on behalf of the shareholder, the information set forth in Section 8 of Article 3.
meeting of shareholders, the Board, to the extent allowed by law, may consider the subject matter of the
proposed business and the reason or reasons for conducting such business at the meeting to determine
whether such business should be considered. Proposed business, notice of which is submitted by a
shareholder in accordance with the foregoing procedures, shall be considered at the meeting of shareholders
unless the Board determines that the proposed business should not be conducted at the meeting. If the
business is not to be considered at the meeting, the Board shall notify the presiding officer of the meeting
of such determination, and such presiding officer shall declare to the meeting that such proposed business is
not properly before the meeting and will not be considered. In addition, with respect to any business
proposed to be considered, the presiding officer of the meeting may determine that such business has not
been brought properly before the meeting in accordance with the foregoing procedures and, if such
determination is made, such proposed business will not be considered at the meeting.
annual or special meeting of shareholders, or any action which may be taken at any annual or special
meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of
all the shares entitled to vote with respect to the action that is the subject of the consent.
No written consent shall be effective to take the action that is the subject of the consent unless, within 60
days after the date of the earliest dated consent delivered to the Corporation in the manner required by this
Section 13, a consent or consents signed by the holder or holders of shares having not less than the
minimum number of votes that would be necessary to take the action that is the subject of the consent are
delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer
or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders
are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested.
Delivery to the Corporation ’s principal place of business shall be addressed to the President or principal
executive officer of the Corporation.
photographic, photostatic, facsimile or similar reproduction of a writing signed by a shareholder, shall be
regarded as signed by the shareholder for purposes of this Section 13.
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unanimous written consent shall be given to those shareholders who did not consent in writing to the
action.
for notice of meetings, shareholders may participate in and hold a meeting of such shareholders by means
of conference telephone or similar communications equipment whereby all persons participating in the
meeting can hear and speak to each other.
ARTICLE 3
Board of Directors
and the business and affairs of the Corporation shall be managed under the direction of, the Board of the
Corporation.
than 9 members. The number of directors may be increased above 9 or decreased below 5 from time to
time by amendment to these Bylaws, but no decrease shall have the effect of shortening the term of any
incumbent director. Subject to the foregoing and to any limitations specified by law or in the Articles of
Incorporation, the number of directors may be increased or decreased by resolution adopted by a majority
of the Board. Any directorship to be filled by reason of an increase in the number shall be filled by a
majority vote of the Board at a meeting called for that purpose, though less than a quorum, for a term of
office continuing only until the next election of one or more directors by the shareholders; provided that the
remaining directors may not fill more than 2 such directorships during the period between any two such
successive annual meetings of shareholders. No decrease in number shall act to reduce the term of office of
a duly elected director unless such director resigns or is removed from office in accordance with these
Amended and Restated Bylaws. Unless removed in accordance with the provisions of these Amended and
Restated Bylaws, each director shall hold office until the next annual meeting of shareholders, and until his
or her successor shall have been elected and qualified. A director need not be a resident of the State of
Texas or a shareholder of the Corporation.
than this Section 3 immediately after, and at the same place as, the annual meeting of shareholders. The
Board may provide, by resolution, the time and place, either within or without the State of Texas, for the
holding of additional regular meetings without notice other than such resolution.
the Chairman of the Board, the Chief Executive Officer, the President or any two directors. The person or
persons authorized to call special meetings of the Board may fix any place, either within or without the
State of Texas, as the place for holding any special meeting called by such person or persons.
thereto by written notice delivered personally or mailed to each director at his or her business address, or ,
on consent of a director, by electronic transmission. If mailed, such notice shall be deemed to be delivered
three days after deposited in the United States mail so addressed, with postage thereon prepaid. If notice is
given by telegram, telex, telecopy or similar means of visual data transmission, such notice shall be deemed
to be delivered when transmitted for delivery to the recipient. Any director may waive notice of any
meeting. The 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 grounds that such 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 need be specified in the notice
or waiver of notice of such meeting.
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Article 3 shall constitute a quorum for the transaction of business at any meeting of the Board. If less than
a majority of such number of directors is present at a meeting, a majority of the directors present may
adjourn such meeting from time to time without further notice.
act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the
Board.
meeting of the Board or any committee thereof 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 Board or committee, as the case may
be. Such consent shall have the same force and effect as a unanimous vote at a meeting. A telegram, telex,
cablegram or other form of electronic transmission by a director, or a photographic, photostatic, facsimile
or similar reproduction of a writing signed by a director, shall be regarded as signed by the director for
purposes of this Paragraph (b).
TBOC for notice of meetings, members of the Board or any committee designated by the Board may
participate in and hold a meeting of the Board or such committee by means of conference telephone or
similar communications equipment by means of which all persons participating in the meeting can hear and
speak to each other.
annual meeting of shareholders or any special meeting of shareholders called for the specific purpose of
electing directors may be made at any such meeting (a) by or at the direction of the Board, any nominating
committee thereof, or any person appointed by the Board or such committee to make such nominations, or
(b) by any shareholder entitled to vote for the election of directors who complies with the procedures set
forth in this Section 8 as well as Section 12 of Article 2.
set forth, as to each person whom the shareholder proposes to nominate, (a) the nominee’s name, age,
business and residence address; (b) the principal occupation or employment of the nominee; (c) the class,
series (if applicable), and number of shares of the Corporation that the nominee owns beneficially; and (d)
any other information relating to the nominee that is required to be disclosed in solicitations of proxies for
the election of directors pursuant to Regulation 14A or any successor rule or regulation under the Securities
Exchange Act of 1934, as amended, including, without limitation, the nominee ’s consent to being named in
the proxy statement as a nominee and to serving as a director if elected. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required by the Corporation to
determine the eligibility of such proposed nominee to serve as a director of the Corporation.
shareholders unless such person is nominated in accordance with the procedures set forth herein. The
presiding officer of the meeting may determine that a proposed nomination was not made in accordance
with such procedures and, if such determination is made, such proposed nomination will not be considered
at the meeting.
any director or the entire Board may be removed, with or without cause, by a vote of the holders of a
majority of the shares then entitled to vote at an election of directors. In the event that any director is so
removed, a new director may be elected at the same meeting for the unexpired term of the director so
removed. The failure to elect a director to fill the unexpired term of any director so removed shall be
deemed to create a vacancy in the Board.
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resignation of a director, upon the failure of shareholders to elect a director to fill the unexpired term of any
director removed in accordance with the provisions of Section 9 of this Article 3, or upon the existence of
an unfilled directorship position pursuant to resolution of the Board in accordance with Section 2 of this
Article 3. Any vacancy occurring in the Board may be filled (a) by election at an annual or special meeting
of shareholders called for that purpose, or (b) by a majority of the remaining directors though less than a
quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his or
her predecessor in office.
the full Board, may designate from among its members one or more committees, each of which shall be
comprised of one or more of its members, and may designate one or more of its members as alternative
members of any committee, who may, subject to any limitations imposed by the Board, replace absent or
disqualified members at any meeting of that committee. Any such committee, to the extent provided in
such resolution, shall have and may exercise all of the authority of the Board, subject to the limitations set
forth in the TBOC. The designation of a committee of the Board and the delegation thereto of authority
shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.
if any, of attendance at each meeting of the Board or any committee, and may be paid a fixed sum for
attendance at each meeting of the Board or any committee or a stated salary as directors or committee
members. No such payment shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor.
the Board or any committee at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless
the director shall file the written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of
the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to
a director who voted in favor of such action.
ARTICLE 4
Offices
Chief Executive Officer, a President, one or more Vice Presidents (the number and specific titles thereof to
be determined as provided in Section 8, below ), a Secretary, a Chief Financial Officer and a Treasurer, each
of whom shall be elected by the Board. Such other officers, including assistant officers, and agents as may
be deemed necessary may be elected or appointed by the Board. Any two or more offices may be held by
the same person.
by the Board at the regular meeting of the Board held after each annual meeting of the shareholders. If the
election of officers is not held at such meeting, such election shall be held as soon thereafter as may be
convenient. Each officer shall hold office until his or her successor shall have been duly elected and
qualified, or until his or her earlier death, resignation or removal in accordance with the provisions of
Section 3 of this Article 4.
judgment the best interests of the Corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
8
Board. An officer elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor
in office.
shall preside at all meetings of shareholders and of the Board,
and shall have such other authority and
perform such other duties as are prescribed by law, the Articles of Incorporation, these Bylaws or by the
Board.
the chief executive of the Corporation.
Subject to the control of the Board and the Executive Committee (if
any), the Chief Executive Officer shall have general executive charge, management and control of the
properties, business and operations of the Corporation with all such powers as may be reasonably incident
to such responsibilities; may agree upon and execute all leases, contracts, evidences of indebtedness and
other obligations in the name of the Corporation; may sign all certificates for shares of capital stock of the
Corporation; and shall have such other powers and duties as designated in accordance with these Bylaws
and as from time to time may be assigned to the Chief Executive Officer by the Board. In the absence of
the Chairman of the Board (or if there is no Chairman of the Board), the Chief Executive Off icer shall
preside at all meetings of the shareholders and, if the Chief Executive Officer shall also be a director, at all
meetings of the Board.
Officer and shall serve as the chief operating officer of the Corporation. Subject to the control of the
Board, the Executive Committee (if any) and the Chief Executive Officer, the President shall have general
executive charge, management and control of the properties, business and operations of the Corporation
with all such powers as may be reasonably incident to such responsibilities; may agree upon and execute all
leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation; may sign
all certificates for shares of capital stock of the Corporation; and shall have such other powers and duties
as designated in accordance with these Bylaws and as from time to time may be assigned to the President
by the Chief Executive Officer or by the Board. In the absence of the Chairman of the Board and the Chief
Executive Officer, the President shall preside at all meetings of the shareholders.
other designations of Vice Presidents, including without limitation Executive Vice President , Senior Vice
President and Vice President .
(a) Executive Vice President. The Board may designate one or more Executive
Vice Presidents, each of whom shall be elected by the Board. In the absence of the Chief Executive Officer
and President, or in the event of their deaths or inability or refusal to act, the Executive Vice President (or if
there is more than one Executive Vice President, the Executive Vice Presidents in the order designated by
the Board, or in the absence of any such designation, in the order of their election) shall perform the duties
of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the
restrictions upon the Chief Executive Officer. Each Executive Vice President shall perform such other
duties as the Chief Executive Officer, President or the Board may assign to him or her from time to time.
(b) Senior Vice President. The Board of Directors may designate one or more
Senior Vice Presidents, each of whom shall be elected by the Board . Senior Vice Presidents shall be
members of the senior leadership team and/or reporting to the Chief Executive Officer. Each Senior Vice
President shall perform such other duties as the Chief Executive Officer, President or the Board may assign
to him or her from time to time.
(c) Vice President . The Board or the Chief Executive Officer may appoint one or
more subordinate Vice Presidents
as the business of the Corporation may require, each of whom shall hold
office for such period, have such authority, and perform such duties as the Chief Executive Officer,
President or the Board may assign to him or her from time to time.
9
and of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) have custody of, and be
responsible for, the corporate records and the seal of the Corporation, and see that the seal of the
Corporation is affixed to all documents as may be necessary or appropriate; (d) keep a register of the post
office address of each shareholder furnished to the Secretary by such shareholder; (e) have general charge
of the share transfer records of the Corporation; and (f) in general, perform all duties incident to the office
of the Secretary and such other duties the President or the Board may assign to him or her from time to
time.
The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of account in written form or any other form capable of being converted into
written form. The Chief Financial Officer shall deposit, or cause to be deposited, all monies and other
valuables in the name and to the credit of the Corporation with such depositories as may be designated by
the Board. The Chief Financial Officer shall disburse all funds of the Corporation as may be ordered by the
Board, shall render to the Chief Executive Officer, the President and the members of the Board, whenever
they request it, an account of the financial condition of the Corporation, shall perform other duties
commonly incident to such office and shall have such other powers and perform such other duties as may
be prescribed by the Board, the Chief Executive Officer or the President . Unless the Board determines
otherwise, the Chief Financial Officer shall have such authority to agree upon and execute all leases,
contracts, evidences of indebtedness and other obligations in the name of the Corporation and shall have
such other powers and duties as designated in accordance with these Bylaws and as from time to time may
be assigned by the President, Chief Executive Officer and/or by the Board. The Chief Executive Officer or
President may direct the Treasurer to assume and perform the duties of the Chief Financial Officer in the
absence or disability of the Chief Financial Officer, and the Treasurer shall perform other duties commonly
incident to such office and shall also perform such other duties and have such other powers as the Board,
the Chief Executive Officer, the President or the Chief Financial Officer shall designate from time to time.
control of the Chief Financial Officer, the Treasurer shall (a) have charge and custody of, and be
responsible for, all funds and securities of the Corporation from any source whatsoever, and deposit all
such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be
selected by the Board; and (b) in general, perform all duties incident to the office of the Treasurer and such
other duties as the Chief Executive Officer, the President or the Board may assign to him or her from time
to time. If required by the Board, the Treasurer shall give a bond for the faith ful discharge of his or her
duties in such sum, and with such surety or sureties, as the Board shall determine.
authorized by the Board, may sign with the President or an Executive Vice President certificates for shares
of the Corporation, the issuance of which shall have been authorized by the Board. The Assistant
Treasurers, if required by the Board, shall give bonds for the faithful discharge of their duties in such sums,
and with such sureties, as the Board shall determine. The Assistant Secretaries and the Assistant
Treasurers, in general, shall perform such duties as the Secretary or the Treasurer, respectively, the
President or the Board may assign to them from time to time.
Financial Officer may delegate some or all of the powers or duties of such officer in accordance with these
Bylaws to any other officer or to any director, employee, shareholder or agent for whatever period of time
seems desirable.
Salaries. The salaries, if any, of the officers shall be fixed by the Board from time to
time, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also
a director of the Corporation.
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ARTICLE 5
Certificates Representing Shares, Transfer and Replacement
shall be in such form as shall be determined by the Board. The certificates shall be signed by the Chief
Executive Officer, or the President, or an Executive Vice President and by the Secretary or an Assistant
Secretary, and the signatures of such officers on such certificates may be facsimiles. The certificates may
be sealed with the seal of the Corporation or a facsimile thereof. In case any officer who has signed or
whose facsimile signature has been placed upon any certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such
officer at the date of its issuance. All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented thereby are issued, together
with the number of shares and date of issue, shall be entered in the share transfer records of the
Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled, and no new
certificate shall be issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, stolen or destroyed certificate, a new certificate
may be issued therefor as provided in Section 3 of this Article 5.
share transfer records of the Corporation by the holder of record thereof, or by his or her legal
representative who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto
authorized by power of attorney, duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The Corporation shall regard the person in
whose name any shares issued by the Corporation are registered in the share transfer records of the
Corporation at any particular time (including, without limitation, as of a record date fixed pursuant to
Section 5 or 6 of Article 2) as the owner of those shares at that time for the purposes specified by the
TBOC.
place of any certificate representing shares previously issued if the registered owner of the certificate (a)
makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issuance
of a new certificate before the Corporation has notice that the certificate has been acquired by a purchaser
for value in good faith and without notice of an adverse claim; (c) gives a bond in such form, and with such
surety or sureties, with fixed or open penalty, as the Corporation may direct, or indemnifies 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) satisfies any other reasonable requirements imposed by
the Corporation. If a certificate has been lost, apparently destroyed or wrongfully taken, and the registered
holder of the shares represented thereby fails to notify the Corporation within a reasonable time after he or
she has notice of it, and the Corporation registers a transfer of such shares before receiving such notifi-
cation, the registered holder shall be precluded from making any claim against the Corporation for the
transfer or for a new certificate.
ARTICLE 6
Fiscal Year
December 31.
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ARTICLE 7
Distributions
in its Articles of Incorporation and to the limitations set forth in the TBOC.
ARTICLE 8
Indemnification
or officer of the Corporation against any and all liability, judgments, penalties, fines, settlements and
reasonable expenses that may be incurred by them in connection with or resulting from any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative in nature, an appeal of any such action, suit or proceeding, or any inquiry or investigation that
could lead to any such action, suit or proceeding (each, a “
Proceeding
”), in each case, to the fullest extent
permitted under the TBOC, as currently in effect or as may hereafter be amended or succeeded but, in such
case, only to the extent that such amendment or successor law permits the Corporation to provide broader
indemnification rights. The right to indemnification conferred in the preceding sentence shall include the
right to be paid or reimbursed by the Corporation for the reasonable expenses incurred by the indemnitee in
connection with any Proceedi ng in advance of the final disposition of the Proceeding subject to the
requirements of the TBOC. The Corporation may also indemnify and advance expenses to an employee or
agent of the Corporation to the same extent and subject to the same conditions under which it may
indemnify and advance expenses to directors and officers.
exclusive of any other rights to which any director or officer of the Corporation may be entitled under any
agreement, pursuant to a vote of the Board, any committee thereof or the shareholders, as a matter of law or
otherwise, either as to action in his or her official capacity or as to action in another capacity while holding
such off ice, (b) continue as to a person who has ceased to be a director, and (c) inure to the benefit of the
heirs, executors and administrators of such person.
relation to any matter as to which indemnification shall not be permitted by law.
have the respective meanings set forth therein.
ARTICLE 9
Seal
inscribed thereon the name of the Corporation, the state of incorporation, and the five-pointed Texas star.
ARTICLE 10
Waiver of Notice
under the provisions of the Articles of Incorporation, these Bylaws or the TBOC, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
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ARTICLE 11
Procedure
procedures established by the presiding officer of the meeting.
ARTICLE 12
Participation of Directors and
Officers in Related Businesses
positions as directors and officers of other corporations in related businesses, and their efforts to advance
the interests of those corporations will not create a breach of fiduciary duty to this Corporation in the
absence of bad faith.
ARTICLE 13
Amendment
be adopted, by (a) the Board or (b) the shareholders.