A TEXAS CORPORATION
SECTION 1.1 ANNUAL MEETING. An annual meeting of stockholders for the purpose of electing directors
and of transacting such other business as may come before it shall be held each year at such date, time, and
place, either within or without the State of Texas, as may be specified by the Board of Directors.
SECTION 1.2 SPECIAL MEETINGS. Special meetings of stockholders for any purpose or purposes may be
held at any time exclusively upon call of the Chairman or a majority of the total number of directors which the
Board of Directors of the corporation would have if there were no vacancies (the "Whole Board"), at such time
and place either within or without the State of Texas as may be stated in the notice.
SECTION 1.3 NOTICE OF MEETING. Written notice of stockholders' meetings, stating the place, date, and
hour thereof, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall
be given by the President or the Secretary to each stockholder entitled to vote thereat at least ten days but not
more than sixty days before the date of the meeting, unless a different period is prescribed by law. Stockholders
wishing to submit a proposal or director nomination for consideration at a meeting of the stockholders must
provide advance written notice of such proposal to the Secretary of the corporation of not less than 30 days nor
more than 60 days prior to the meeting.
SECTION 1.4 QUORUM. Except as otherwise provided by law or in the Certificate of Incorporation or these
Bylaws, at any meeting of stockholders, the holders of a majority of the outstanding shares of each class of stock
entitled to vote at the meeting shall be present or represented by proxy in order to constitute a quorum for the
transaction of any business. In the absence of a quorum, a majority in interest of the stockholders present or the
chairman of the meeting may adjourn the meeting from time to time