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I N D E X
ARTICLE I OFFICES
Section 1.1 Principal Office
Section 1.2 Registered Office
Section 1.3 Other Offices
ARTICLE II MEMBERS
Section 2.1 Members
ARTICLE III DIRECTORS
Section 3.1 Number and Qualification
Section 3.2 Election and Term of Office
Section 3.3 Resignation
Section 3.4 Removal
Section 3.5 Vacancies
Section 3.6 General Powers
Section 3.7 Compensation
ARTICLE IV MEETINGS OF THE BOARD
Section 4.1 Place of Meetings
Section 4.2 Regular Meetings
Section 4.3 Special Meetings
Section 4.4 Quorum and Action
Section 4.5 Presumption of Assent to Action
Section 4.6 Telephone Meetings
Section 4.7 Action Without Meeting
ARTICLE V ADVISORY BOARD
Section 5.1 Membership
Section 5.2 Authority
Section 5.3 Minutes
Section 5.4 Removal and Vacancies
Section 5.5 Compensation
ARTICLE VI COMMITTEES OF THE BOARD
Section 6.1 Membership and Authorities
Section 6.2 Minutes
Section 6.3 Vacancies
Section 6.4 Telephone Meetings
Section 6.5 Action Without Meeting
ARTICLE VII OFFICERS
Section 7.1 Number
Section 7.2 Election, Term of Office and Qualification
Section 7.3 Subordinate Officers
Section 7.4 Resignation
Section 7.5 Removal
Section 7.6 Vacancies
Section 7.7 The Chairman of the Board
Section 7.8 The President
Section 7.9 The Vice Presidents
Section 7.10 The Secretary
Section 7.11 Assistant Secretaries
Section 7.12 The Treasurer
Section 7.13 Assistant Treasurers
Section 7.14 Treasurer’s Bond
Section 7.15 Salaries
ARTICLE VIII INDEMNIFICATION
Section 8.1 Definitions
Section 8.2 Indemnification
Section 8.3 Successful Defense
Section 8.4 Determinations
Section 8.5 Advancement of Expenses
Section 8.6 Employee Benefit Plans
Section 8.7 Other Indemnification and Insurance
Section 8.8 Construction
Section 8.9 Continuing Offer, Reliance, etc
Section 8.10 Effect of Amendment
ARTICLE IX GENERAL PROVISIONS
Section 9.1 Waiver of Notice
Section 9.2 Seal
Section 9.3 Fiscal Year
Section 9.4 Checks, Notes, etc
Section 9.5 Books and Records
Section 9.6 Financial Records and Annual Reports
Section 9.7 Dividends Prohibited
Section 9.8 Loans to Directors and Officers Prohibited
ARTICLE X AMENDMENTS
Section 10.1 Amendment by Board of Directors
ARTICLE XI SUBJECT TO ALL LAWS
Section 11.1 Subject to All Laws
AUGUST DOG RESCUE: BY LAWS
ARTICLE I
Offices
Section 1.1 Principal Office»
. The principal office of the Corporation shall be in the City of Austin, Texas.
Section 1.2 Registered Office»
. The registered office of the Corporation required by the Texas Business Organizations Code to be maintained in the State of Texas may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.
Section 1.3 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.
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ARTICLE II
Members
Section 2.1 Members»
. The Corporation has no members as such. The persons from time to time constituting the Board of Directors of the Corporation are, for the purpose of any statutory provision or rule of law relating to non-profit corporations, the members of the Corporation and shall exercise all the rights and powers of members thereof.
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ARTICLE III
Directors
Section 3.1 Number and Qualification»
. The property, business and affairs of the Corporation shall be managed and controlled by a Board of Directors composed of not less than three (3) Directors nor more than nine (9) Directors. The initial Board of Directors shall be composed of five (5) Directors. Directors need not be residents of the State of Texas. The number of Directors may be increased or decreased by resolution adopted by a majority of the Board of Directors. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.
Section 3.2 Election and Term of Office»
. The Board of Directors named in the Certificate of Formation shall hold office until their respective successors are elected at an appropriate regular or special meeting of the Board of Directors. Subject to the Certificate of Formation and these Bylaws, each Director shall hold office for a term of one (1) year.
Section 3.3 Resignation»
. Any Director may resign at any time by giving written notice to the President or Secretary. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.4 Removal»
. Any Director or Directors may be removed, either with or without cause, and another person or persons may be elected to serve for the remainder of his or their term by a vote of two-thirds (2/3) of the Board of Directors. Removal of a Director may be accomplished at any regular meeting or any special meeting of the Board of Directors called expressly for that purpose. At such a meeting, all Directors shall be eligible to vote on the issue of removal, regardless of whether such Director is himself the subject of the removal action.
Section 3.5 Vacancies»
. Any vacancy occurring in the Board of Directors because of the death or disability of a Director (disability of a Director to be determined by said Director’s personal physician), shall be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors; provided, however, any such 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 Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 3.6 General Powers»
. In addition to the powers and authorities expressly conferred upon them by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by law or by the Certificate of Formation or by these Bylaws.
Section 3.7 Compensation»
. Directors as such shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum for expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board provided that nothing contained herein shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
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ARTICLE IV
Meetings of the Board
Section 4.1 Place of Meetings»
. The Directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Texas.
Section 4.2 Regular Meetings»
. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.
Section 4.3 Special Meetings»
. Special meetings of the Board may be called by the President on one (1) day’s notice to each Director given either personally, by mail or by facsimile. Special meetings shall be called by the President or Secretary in like manner and like notice on the written request of any Director. Neither the purpose of nor the business to be transacted at any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 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 the meeting is not lawfully called or convened.
Section 4.4 Quorum and Action»
. At all meetings of the Board the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors at any meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, the Certificate of Formation or these Bylaws. If a quorum shall not be present at any meeting of Directors, the Directors present may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present.
Section 4.5 Presumption of Assent to Action»
. A Director who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with 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.
Section 4.6 Telephone Meetings»
. Directors may participate in and hold a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 4.6 shall constitute presence in person at such 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.
Section 4.7 Action Without Meeting»
. Any action required or permitted to be taken at a meeting of the Board of Directors, 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 of Directors, or committee, as the case may be, and such consent shall have the same force and effect as a unanimous vote at a meeting.
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ARTICLE V
Advisory Board
Section 5.1 Membership»
. The Board of Directors, by resolution adopted by a majority of the full Board, or the President when so authorized by a similar resolution of the Board, may organize and constitute an advisory board (hereinafter the “Advisory Board”) and appoint members thereto. The members of the Advisory Board shall consist of persons with such characteristics or abilities as may prove useful or helpful in the management of the affairs of the Corporation. Membership on such Advisory Board shall not be limited to Directors. The Board of Directors may designate any name for the Advisory Board it desires.
Section 5.2 Authority»
. The Advisory Board shall consult with and advise the Board of Directors on matters presented to it by the Board of Directors. All decisions of the Advisory Board shall be advisory only, and not binding on the Board of Directors. The Advisory Board shall neither have nor exercise the authority of the Board of Directors in the management of the Corporation.
Section 5.3 Minutes»
. The Advisory Board shall keep regular minutes of its proceedings and report same to the Board of Directors when required by the Board of Directors.
Section 5.4 Removal and Vacancies»
. The Board of Directors shall have the power at any time to remove any and all members of the Advisory Board, with or without cause, and to dissolve the Advisory Board.
Section 5.5 Compensation»
. Advisory Board members as such shall not receive any stated salary for their services, but by resolution of the Board of Directors a fixed sum for expenses of attendance of a meeting, if any, may be allowed for attendance of any meeting.
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ARTICLE VI
Committees of the Board
Section 6.1 Membership and Authorities»
. The Board of Directors, by resolution adopted by a majority of the full Board, may designate two (2) or more Directors to constitute such committees as the Board may determine, each of which committees to the extent provided in such resolution shall have and may exercise all of the authority of the Board of Directors in the business and affairs of the Corporation, except in those cases where the authority of the Board of Directors is specifically denied to the committee or committees by applicable law, the Certificate of Formation or these Bylaws. The designation of a committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law.
Section 6.2 Minutes»
. Each committee designated by the Board shall keep regular minutes of its proceedings and report the same to the Board when required.
Section 6.3 Vacancies»
. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve, any committee.
Section 6.4 Telephone Meetings»
. Members of any committee designated by the Board may participate in or hold a meeting by use of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 6.4 shall constitute presence in person at such 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.
Section 6.5 Action Without Meeting»
. Any action required or permitted to be taken at a meeting of any committee designated by the Board 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 committee, and such consent shall have the same force and effect as a unanimous vote at a meeting.
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ARTICLE VII
Officers
Section 7.1 Number»
. The officers of the Corporation shall always include a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman and additional Vice Presidents, designating one Vice President as a Senior Vice President, Assistant Secretaries and/or Assistant Treasurers. One person may hold any two or more of these offices except those of President and Secretary.
Section 7.2 Election, Term of Office and Qualification»
. The officers of the Corporation shall be elected by the Board of Directors. The Board shall always elect a President, a Vice President, a Secretary and a Treasurer, and shall elect such other officers described in Section 7.1 as it chooses, none of whom need be a member of the Board. Each officer so elected shall hold office until his successor shall have been duly chosen and has qualified or until his death or his resignation or removal in the manner provided in Section 7.5 hereof; provided, however, in no event shall any officer’s term of office exceed three (3) years.
Section 7.3 Subordinate Officers»
. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms (not exceeding three (3) years), have such authority and perform such duties as the Board of Directors may from time to time determine. The Board of Directors may delegate to any committee or officer the power to appoint any such subordinate officer or agent.
Section 7.4 Resignation»
. Any officer may resign at any time by giving written notice thereof to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the time specified therein and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 7.5 Removal»
. Any officer elected or appointed by the Board of Directors may be removed by the Board at any time with or without cause. Any other officer may be removed at any time with or without cause by the Board of Directors or by any committee or superior officer in whom such power of removal may be conferred by the Board of Directors.
Section 7.6 Vacancies»
. A vacancy in any office shall be filled for the unexpired portion of the term by the Board of Directors, but in case of a vacancy occurring in an office filled in accordance with the provisions of Section 7.3, such vacancy may be filled by any committee or superior officer upon whom such power may be conferred by the Board of Directors.
Section 7.7 The Chairman of the Board»
. The Chairman of the Board, if one shall be elected, or the chief executive officer of the Corporation, shall preside at all meetings of the Directors, shall be ex officio a member of all standing committees, shall have general and active management of the business of the Corporation, shall have the general supervision and direction of all other officers of the Corporation with full power to see that their duties are properly performed and shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign, with any other proper officer, any deeds, bonds, mortgages, contracts and other documents that the Board of Directors has authorized to be executed, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or these Bylaws to some other officer or agent of the Corporation. In addition, the Chairman of the Board shall perform whatever duties and shall exercise all powers that are given to him by the Board of Directors.
Section 7.8 The President»
. If no Chairman of the Board shall be elected, the President shall be the chief executive officer of the Corporation and shall have the powers and duties of the Chairman of the Board as set forth in Section 7.7. In the absence of the Chairman of the Board, if one shall be elected, the President shall preside at all meetings of the Directors. He may sign, with any other proper officer, any deeds, bonds, mortgages, contracts and other documents that the Board of Directors has authorized to be executed, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or these Bylaws to some other officer or agent of the Corporation. In addition, the President shall perform whatever duties and shall exercise all the powers that are given to him by the Board of Directors or by the Chairman of the Board, if one shall be elected.
Section 7.9 The Vice Presidents»
. The Vice Presidents shall perform the duties as are given to them by these Bylaws and as may from time to time be assigned to them by the Board of Directors or by the President. At the request of the President, or in his absence or disability, the Vice President designated by the President (or in the absence of such designation, the Senior Vice President) shall perform the duties and exercise the powers of the President.
Section 7.10 The Secretary»
. The Secretary, when available, shall attend all meetings of the Board of Directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the committees when required. He shall give, or cause to be given, notice of all special meetings of the Board of Directors as required by law or these Bylaws, be custodian of the corporate records and have general charge of the books and records of the Corporation and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He may sign, with any other proper officer, certificates, cards or other instruments evidencing membership rights, if any, voting rights, if any, or ownership rights as may be authorized by the Certificate of Formation of the Corporation and shall keep in safe custody the seal of the Corporation, and, when authorized by the Board, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary.
Section 7.11 Assistant Secretaries»
. The Assistant Secretaries shall perform such duties as are given to them by these Bylaws or as may from time to time be assigned to them by the Board of Directors or by the Secretary. At the request of the Secretary, or in his absence or disability, the Assistant Secretary designated by the Secretary (or in the absence of such designation, the senior Assistant Secretary) shall perform the duties and exercise the powers of the Secretary.
Section 7.12 The Treasurer»
. The Treasurer shall have the custody and be responsible for all corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
Section 7.13 Assistant Treasurers»
. The Assistant Treasurers shall perform such duties as are given to them by these Bylaws or as may from time to time be assigned to them by the Board of Directors or by the Treasurer. At the request of the Treasurer, or in his absence or disability, the Assistant Treasurer designated by the Treasurer (or in the absence of such designation, the senior Assistant Treasurer) shall perform the duties and exercise the powers of the Treasurer.
Section 7.14 Treasurer’s Bond»
. If required by the Board of Directors, the Treasurer and any Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors 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.
Section 7.15 Salaries»
. The salary or other compensation of officers shall be fixed from time to time by the Board of Directors. The Board of Directors may delegate to any committee or officer the power to fix from time to time the salary or other compensation of officers and agents appointed in accordance with the provisions of Section 7.3 hereof.
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ARTICLE VIII
Indemnification
Section 8.1 Definitions»
. In this Article:
(a) “Indemnitee” means (i) any present or former Director, advisory director, officer or employee of the Corporation, (ii) any person who while serving in any of the capacities referred to in clause (i) hereof served at the Corporation’s request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) hereof.
(b) “Official Capacity” means (i) when used with respect to a Director, the office of Director of the Corporation, and (ii) when used with respect to a person other than a Director, the elective or appointive office of the Corporation held by such person or the employment or agency relationship undertaken by such person on behalf of the Corporation, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.
(c) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.
Section 8.2 Indemnification»
. The Corporation shall indemnify every Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding to which he was, is or is threatened to be named defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason of his serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in Section 8.1(a), if it is determined in accordance with Section 8.4 that the Indemnitee (a) conducted himself in good faith, (b) reasonably believed, in the case of conduct in his Official Capacity, that his conduct was in the Corporation’s best interests and, in all other cases, that his conduct was at least not opposed to the Corporation’s best interests, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the Indemnitee, the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to the Corporation. Except as provided in the immediately preceding proviso to the first sentence of this Section 8.2, no indemnification shall be made under this Section 8.2 in respect of any Proceeding in which such Indemnitee shall have been (x) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee’s Official Capacity, or (y) found liable to the Corporation. The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a), (b) or (c) in the first sentence of this Section 8.2. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable expenses shall include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee. The indemnification provided herein shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven.
Section 8.3 Successful Defense»
. Without limitation of Section 8.2 and in addition to the indemnification provided for in Section 8.2, the Corporation shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in Section 8.1(a), if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.
Section 8.4 Determinations»
. Any indemnification under Section 8.2 (unless ordered by a court of competent jurisdiction) shall be made by the Corporation only upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who, at the time of such vote, are not named defendants or respondents in the Proceeding; (b) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors, duly designated to act in the matter by a majority vote of all Directors (in which designation Directors who are named defendants or respondents in the Proceeding may participate), such committee to consist solely of two or more Directors who, at the time of the committee vote, are not named defendants or respondents in the Proceeding; (c) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in clauses (a) or (b) of this Section 8.4 or, if the requisite quorum of all of the Directors cannot be obtained therefor and such committee cannot be established, by a majority vote of all of the Directors (in which Directors who are named defendants or respondents in the Proceeding may participate). Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (c) of the preceding sentence for the selection of special legal counsel. In the event a determination is made under this Section 8.4 that the Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated.
Section 8.5 Advancement of Expenses»
. Reasonable expenses (including court costs and attorneys’ fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Corporation at reasonable intervals in advance of the final disposition of such Proceeding, and without making any of the determinations specified in Section 8.4, after receipt by the Corporation of (a) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification by the Corporation under this Article and (b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Corporation if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article. Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment. The provisions of this Article shall not be construed to apply to, or restrict in any way, the payment or reimbursement by the Corporation of expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding.
Section 8.6 Employee Benefit Plans»
. For purposes of this Article, the Corporation shall be deemed to have requested an Indemnitee to serve an employee benefit plan whenever the performance by him of his duties to the Corporation also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines. Action taken or omitted by an Indemnitee with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is not opposed to the best interests of the Corporation.
Section 8.7 Other Indemnification and Insurance»
. The indemnification provided by this Article shall (a) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Corporation’s Certificate of Formation, any law, agreement or vote of the Directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the Corporation on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (b) continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, and (c) inure to the benefit of the heirs, executors and administrators of such a person.
Section 8.8 Construction»
. The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without limitation, Sections 8.001 through 8.152 of the Texas Business Organizations Code, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.
Section 8.9 Continuing Offer, Reliance, etc»
. The provisions of this Article (a) are for the benefit of, and may be enforced by, each Indemnitee of the Corporation, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Corporation and such Indemnitee and (b) constitute a continuing offer to all present and future Indemnitees. The Corporation, by its adoption of these Bylaws, (x) acknowledges and agrees that each Indemnitee of the Corporation has relied upon and will continue to rely upon the provisions of this Article in becoming, and serving in, any of the capacities referred to in Section 8.1(a) of this Article, (y) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitees and (z) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of this Article in accordance with their terms by any act or failure to act on the part of the Corporation.
Section 8.10 Effect of Amendment»
. No amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Corporation, nor the obligation of the Corporation to indemnify any such Indemnitees, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
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ARTICLE IX
General Provisions
Section 9.1 Waiver of Notice»
. Whenever, under the provisions of applicable law or of the Certificate of Formation or of these Bylaws, any notice is required to be given to any Director, 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 equivalent to the giving of such notice.
Section 9.2 Seal»
. If one be adopted, the corporate seal shall have inscribed thereon the name of the Corporation and shall be in such form as may be approved by the Board of Directors. Said seal may be used by causing it or a facsimile of it to be impressed or affixed or in any manner reproduced.
Section 9.3 Fiscal Year»
. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 9.4 Checks, Notes, etc»
. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
Section 9.5 Books and Records»
. The Corporation shall keep correct and complete books and records of account.
Section 9.6 Financial Records and Annual Reports»
. The Corporation shall, for each fiscal year, maintain current and accurate financial records with full entries made with respect to all financial transactions of the Corporation, including all income and expenditures, in accordance with generally accepted accounting practices. Based on these records, the Board shall annually prepare or approve a report of the financial activity of the Corporation for such fiscal year. The report shall conform to accounting standards as promulgated by the American Institute of Certified Public Accountants and shall include a statement of support, revenue, and expenses and changes in fund balances, a statement of functional expenses, and balance sheets for all funds. All records, books, and annual reports of the financial activity of the Corporation for such fiscal year shall be kept at either the registered office or principal office of the Corporation for at least three (3) years after the closing of such fiscal year and shall be available to the public for inspection and copying there during normal business hours. The Corporation may charge for the reasonable expense of preparing a copy of a record or report.
Section 9.7 Dividends Prohibited»
. No dividend shall be paid and no part of the income of the Corporation shall be distributed to the officers or Directors, provided that the Corporation may pay compensation in a reasonable amount to the officers and Directors as otherwise provided in these Bylaws.
Section 9.8 Loans to Directors and Officers Prohibited»
. No loans shall be made by the Corporation to officers or Directors.
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ARTICLE X
Amendments
Section 10.1 Amendment by Board of Directors»
. The Board of Directors shall have the power to alter, amend or repeal these Bylaws or adopt new Bylaws, subject to amendment, repeal or adoption of new Bylaws by action of the members, if any, and unless the members, if any, in amending, repealing or adopting a new Bylaw expressly provide that the Board of Directors may not amend or repeal that Bylaw. The Board of Directors may exercise this power at any regular or special meeting at which a quorum is present by the affirmative vote of a majority of the Directors present at the meeting and without any notice of the action taken with respect to the Bylaws having been contained in the notice or waiver of notice of such meeting. Unless the Corporation’s Certificate of Formation or a Bylaw adopted by the members, if any, provide otherwise as to all or some portion of the Bylaws, the Corporation’s members, if any, may amend, repeal or adopt new Bylaws even though the Bylaws may also be amended by the Board of Directors.
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ARTICLE XI
Subject to All Laws
Section 11.1 Subject to All Laws»
. The provisions of these Bylaws shall be subject to all valid and applicable laws, including, without limitation, the Texas Business Organizations Code as now or hereafter amended, and in the event that any of the provisions of these Bylaws are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and these Bylaws shall be deemed modified accordingly, and, as so modified, to continue in full force and effect.