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                                                                     EXHIBIT 3.4

                              THIRD RESTATED BYLAWS

                                       OF

                                INTERVOICE, INC.

                         ADOPTED EFFECTIVE JULY 21, 2004

                                    ARTICLE I

                                     OFFICES

      SECTION 1.01. PRINCIPAL PLACE OF BUSINESS. The principal place of business
of the corporation and the office of its transfer agent or registrar may be
located outside the State of Texas.

      SECTION 1.02. 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 II

                            MEETINGS OF SHAREHOLDERS

      SECTION 2.01. TIME AND PLACE OF MEETINGS. Meetings of shareholders for any
purpose may be held at such time and place within or without the State of Texas
as shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

      SECTION 2.02. ANNUAL MEETING. The annual meeting of shareholders shall be
held annually at such date and time as shall be designated from time to time by
the board of directors and stated in the notice of meeting.

      SECTION 2.03. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose or purposes may be called by the president and shall be called by
the president or secretary at the request in writing of a majority of the board
of directors, or at the request in writing of shareholders owning at least ten
percent of all the shares entitled to vote at the meetings. A request for a
special meeting shall state the purpose or purposes of the proposed meeting, and
business transacted at any special meeting of shareholders shall be limited to
the purposes stated in the notice.

      SECTION 2.04. NOTICE OF MEETING. Written notice stating the place, day and
hour of the meeting, the means of any remote communications by which
shareholders may be considered present and may vote at the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten days nor more than sixty days
before the date of the meeting, either personally, by electronic transmission
(as defined in Section 7.07), or by mail, by or at the direction of the
president, the secretary, or the officer or persons calling the meeting, to each
shareholder entitled to vote at such meeting.

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      SECTION 2.05. 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 constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statute or by the
articles of incorporation. If, however, a quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. After an
adjournment, at any reconvened meeting any business may be transacted that might
have been transacted if the meeting had been held in accordance with the
original notice thereof, provided a quorum shall be present or represented
thereat.

      SECTION 2.06. VOTE REQUIRED. With respect to any matter, other than the
election of directors, 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, shall decide such
matter, unless the matter is one upon which a different vote is required by law
or by the articles of incorporation. Unless otherwise required by law or by the
articles of incorporation, directors shall be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election of
directors at a meeting of shareholders at which a quorum is present.

      SECTION 2.07. VOTING; PROXIES. Each outstanding share having voting power
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. Any shareholder may vote either in person or by proxy executed in
writing by the shareholder. A telegram, telex, cablegram, or other form of
electronic transmission, including telephone transmission, by the shareholder,
or a photographic, 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 2.07. Any electronic transmission must contain or be
accompanied by information from which it can be determined that the transmission
was authorized by the shareholder.

      SECTION 2.08. ACTION WITHOUT MEETING. Any action required to, or 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. A telegram, telex, cablegram or other
electronic transmission by a shareholder consenting to an action to be taken is
considered to be written, signed, and dated for the purposes of this Section
2.08 if the transmission sets forth or is delivered with information from which
the corporation can determine that the transmission was transmitted by the
shareholder and the date on which the shareholder transmitted the transmission.
The date of transmission is the date on which the consent was signed. Consent
given by telegram, telex, cablegram, or other electronic transmission may not be
considered delivered until the consent is reproduced in paper form and the paper
form is delivered to the corporation at its registered office in the State of
Texas or its principal place of business, or to an officer or agent of the
corporation having custody of the book in which proceedings of shareholder
meetings are recorded. Consent given by telegram, telex, cablegram, or other
electronic transmission may be delivered to the principal place of business of
the corporation or to an officer or agent of the corporation having custody of
the book in which proceedings of shareholder meetings are recorded to the extent
and in the manner provided by resolution of the board of directors of the
corporation. Any photographic, photostatic, facsimile, or similarly reliable
reproduction of a

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consent in writing signed by a shareholder may be substituted or used instead of
the original writing for any purpose for which the original writing could be
used, if the reproduction is a complete reproduction of the entire original
writing.

      SECTION 2.09. SHAREHOLDER MEETINGS BY REMOTE COMMUNICATION. The board of
directors may, in its discretion, determine that any meeting of shareholders may
be held solely by means of remote communication as provided in this Section
2.09. If authorized by the board of directors, and subject to any guidelines and
procedures adopted by the board of directors, shareholders not physically
present at a meeting of shareholders, by means of remote communication (i) may
participate in a meeting of shareholders; and (ii) may be considered present in
person and may vote at a meeting of shareholders held at a designated place or
held solely by means of remote communication if (A) the corporation implements
reasonable measures to verify that each person considered present and permitted
to vote at the meeting by means of remote communication is a shareholder; (B)
the corporation implements reasonable measures to provide the shareholders at
the meeting by means of remote communication a reasonable opportunity to
participate in the meeting and to vote on matters submitted to the shareholders,
including an opportunity to read or hear the proceedings of a meeting
substantially concurrently with the proceedings; and (C) the corporation
maintains a record of any shareholder vote or other action taken at the meeting
by means of remote communication.

                                   ARTICLE III

                                    DIRECTORS

      SECTION 3.01. POWERS. The powers of the corporation shall be exercised by
or under the authority of, and the business and affairs of the corporation shall
be managed under the direction of, the board of directors.

      SECTION 3.02. NUMBER, ELECTION AND TERM. The number of directors that
shall constitute the whole board of directors shall be not less than three (3)
nor more than eleven (11). Such number of directors shall from time to time be
fixed and determined by the directors and shall be set forth in the notice of
any meeting of shareholders held for the purpose of electing directors. The
directors shall be elected at the annual meeting of shareholders, except as
provided in Section 3.03 of these bylaws, and each director elected shall hold
office until his or her successor shall be elected and qualify. Directors need
not be residents of Texas or shareholders of the corporation.

      SECTION 3.03. VACANCIES. Any vacancy occurring in the board of directors
may be filled by election at an annual meeting or special meeting of
shareholders called for that purpose or by 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 or her predecessor in
office.

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      SECTION 3.04. CHANGE IN NUMBER. The number of directors may be increased
or decreased from time to time as provided in 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
may be filled by election at an annual or special meeting of shareholders or may
be filled by the board of directors for a term of office continuing only until
the next election of one or more directors by the shareholders; provided that
the board of directors may not fill more than two such directorships during the
period between any two successive annual meetings of shareholders.

      SECTION 3.05. REMOVAL. Any director may be removed either for or without
cause at any special meeting of shareholders duly called and held for such
purpose.

      SECTION 3.06. PLACE OF MEETINGS. Meetings of the board of directors,
regular or special, may be held either within or without the State of Texas.

      SECTION 3.07. REGULAR MEETINGS. The first meeting of each newly elected
board of directors shall be held at such time and place as shall be fixed by the
vote of the shareholders at the annual meeting and no notice of such meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting, provided a quorum shall be present. In the event that the
shareholders fail to fix the time and place of such first meeting, it shall be
held without notice immediately following the annual meeting of shareholders,
and at the same place, unless by the unanimous consent of the directors then
elected and serving such time or place shall be changed.

      SECTION 3.08. NOTICE OF REGULAR MEETINGS. Regular meetings of the board of
directors may be held upon such notice, or without notice, and at such time and
at such place as shall from time to time be determined by the board.

      SECTION 3.09. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by the chairman of the board of directors or the president and
shall be called by the secretary on the written request of a majority of the
directors. Notice of each special meeting of the board of directors shall be
given to each director at least two days before the date of the meeting.

      SECTION 3.10. WAIVER AND REQUIREMENTS OF NOTICE. Attendance of a director
at any meeting shall constitute a waiver of notice of such meeting, except where
a director attends for the express purpose of objecting to the transaction of
any business on the ground that the meeting is not lawfully called or convened.
Except as may be otherwise provided by law or by the articles of incorporation
or by these bylaws, 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.

      SECTION 3.11. QUORUM; VOTE REQUIRED. At all meetings of the board of
directors a majority of the directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, unless otherwise specifically provided by law, the articles of
incorporation or these bylaws. If a quorum shall not be present at any meeting
of directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

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      SECTION 3.12. COMMITTEES. The board of directors, by resolution passed by
a majority of the full board, may from time to time designate a member or
members of the board to constitute committees that shall in each case consist of
one or more directors and may designate one or more of its members as alternate
members of any committee, who may, subject to any limitations imposed by the
board of directors, replace absent or disqualified members at any meeting of
that committee. Any such committee shall have and may exercise such powers, as
the board may determine and specify in the respective resolutions appointing
them. A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the board of directors
shall otherwise provide. The board of directors shall have power at any time to
change the number, subject as aforesaid, and members of any such committee, to
fill vacancies and to discharge any such committee.

      SECTION 3.13. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at a meeting of the board of directors or any 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 board of directors or committee, as the case
may be. A telegram, telex, cablegram, or other electronic transmission by a
director consenting to an action to be taken and transmitted by a director is
considered written, signed, and dated for the purposes of this Section 3.13 if
the transmission sets forth or is delivered with information from which the
corporation can determine that the transmission was transmitted by the director
and the date on which the director transmitted the transmission.

      SECTION 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, or a meeting of a committee thereof, and may be paid a
fixed sum for attendance at each meeting of the board of directors, or a meeting
of a committee thereof, or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefore.

                                   ARTICLE IV

                                     NOTICES

      SECTION 4.01. FORM OF NOTICE; DELIVERY. Any notice to directors or
shareholders shall be in writing and shall be delivered personally, by
electronic transmission (to the extent permitted by Section 4.02), or by mail to
the directors or shareholders at their respective addresses appearing on the
books of the corporation. Notice by mail shall be deemed to be given at the time
when the same shall be deposited in the United States mail, postage prepaid.

      SECTION 4.02. NOTICE BY ELECTRONIC TRANSMISSION. On consent of a director
or shareholder, notice from the corporation may be given to the director or
shareholder by electronic transmission. The director or shareholder may specify
the form of electronic transmission to be used to communicate notice. The
director or shareholder may revoke this consent by written notice to the
corporation. The director's or shareholder's consent is deemed to be revoked if
the corporation is unable to deliver by electronic transmission two consecutive
notices and the secretary of the corporation or other person responsible for
delivering the notice on behalf of the corporation knows that the delivery of
these two electronic transmissions was unsuccessful. The inadvertent failure to
treat the unsuccessful transmissions as a revocation of the director's or
shareholder's consent does not invalidate a meeting or other action. Notice
under this Section 4.02 is deemed given when the notice is (i) transmitted to a
facsimile number

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provided by the director or shareholder for the purpose of receiving notice;
(ii) transmitted to an electronic mail address provided by the director or
shareholder for the purpose of receiving notice; (iii) posted on an electronic
network and a message is sent to the director or shareholder at the address
provided by the director or shareholder for the purpose of alerting the director
or shareholder of a posting; or (iv) communicated to the director or shareholder
by any other form of electronic transmission consented to by the director or
shareholder.

      SECTION 4.03. WAIVER. Whenever any notice is required to be given under
the provisions of the statutes or of the articles of incorporation or of these
bylaws, a waiver thereof in writing signed by the person or persons entitled to
such notice, or a waiver by electronic transmission, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
The business to be transacted at a regular or special meeting of the
shareholders, directors, or members of a committee of directors or the purpose
of a meeting is not required to be specified in a written waiver of notice or a
waiver by electronic transmission.

                                    ARTICLE V

                                    OFFICERS

      SECTION 5.01. OFFICERS. The officers of the corporation shall be elected
by the board of directors and shall consist of a president and a secretary,
neither of whom need be a member of the board of directors. Two or more offices
may be held by the same person.

      SECTION 5.02. ADDITIONAL OFFICERS. The board of directors may also elect a
chairman of the board, a vice chairman of the board, an assistant president, a
treasurer, and one or more vice presidents, assistant secretaries and assistant
treasurers. The board of directors may appoint such other officers and assistant
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall have such authority and exercise such powers and perform
such duties as shall be determined from time to time by the board by resolution
not inconsistent with these bylaws.

      SECTION 5.03. COMPENSATION. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors. The board of directors
shall have the power to enter into contracts for the employment and compensation
of officers for such terms as the board deems advisable.

      SECTION 5.04. TERM; REMOVAL; VACANCIES. The officers of the corporation
shall hold office until their successors are elected or appointed and qualify,
or until their death or until their resignation or removal from office. Any
officer elected or appointed by the board of directors may be removed at any
time by the board, but 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. Any vacancy occurring in
any office of the corporation by death, resignation, removal or otherwise shall
be filled by the board of directors.

      SECTION 5.05. CHAIRMAN OF THE BOARD. The chairman of the board, if one is
elected, shall preside at all meetings of the board of directors and shall have
such other powers and duties as may from time to time be prescribed by the board
of directors, upon written directions given to him or her pursuant to
resolutions duly adopted by the board of directors.

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      SECTION 5.06. VICE CHAIRMAN OF THE BOARD. The vice chairman of the board,
if one is elected, shall, in the absence or disability of the chairman of the
board, perform the duties and have the authority and exercise the powers of the
chairman of the board. He or she 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 chairman of the board may from time to time delegate.

      SECTION 5.07. PRESIDENT. The president shall be the chief executive
officer of the corporation, shall have general and active management of the
business of the corporation and shall see that all orders and resolutions of the
board of directors are carried into effect. He or she shall preside at all
meetings of the shareholders.

      SECTION 5.08. VICE PRESIDENTS. 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.

      SECTION 5.09. SECRETARY. The secretary shall attend all meetings of the
board of directors and all meetings of shareholders and record all of the
proceedings of the meetings of the board of directors and of the shareholders in
a minute book to be kept for that purpose and shall perform like duties for the
standing committees when required. He or she shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he or she shall be. The
secretary shall keep in safe custody the seal of the corporation and, when
authorized by the board of directors, shall affix the same to any instrument
requiring it and, when so affixed, it shall be attested by his or her signature
or by the signature of an assistant secretary or of the treasurer. The secretary
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.

      SECTION 5.10. ASSISTANT SECRETARIES. 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
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.

      SECTION 5.11. TREASURER. The treasurer, if one is elected, shall have
custody of the corporate funds and securities and shall keep full and accurate
accounts and records of receipts, disbursements and other transactions in books
belonging to the corporation, and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories as
may be designated from time to time by the board of directors. The treasurer
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 the
president and the board of directors, when so directed, an account of all his or
her transactions as treasurer and of the financial condition of the corporation.
The treasurer 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. If required by the board of directors, the treasurer
shall give the corporation a bond of such type, character and amount as the
board of directors may require.

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      SECTION 5.12. ASSISTANT TREASURERS. 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
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 as the president may from time to time delegate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

      SECTION 6.01. CERTIFICATES. The shares of the corporation shall be
represented by certificates signed by the president or a vice president and the
secretary or an assistant secretary of the corporation, and may be sealed with
the seal of the corporation or a facsimile thereof.

      SECTION 6.02. FACSIMILE SIGNATURES. The signatures of the president or a
vice president and the secretary or an assistant secretary upon a certificate
may be facsimiles. In case any officer who has signed or whose facsimile
signature has been placed upon such 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 issue.

      SECTION 6.03. LOST CERTIFICATES. The board of directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
corporation alleged to have been lost or destroyed. When authorizing such issue
of a new certificate, the board of directors, in its discretion and as a
condition precedent to the issuance thereof, may prescribe such terms and
conditions as it deems expedient and may require such indemnities as it deems
adequate to protect the corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost or destroyed.

      SECTION 6.04. TRANSFERS. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto and
the old certificate canceled and the transaction recorded upon the transfer
records of the corporation.

      SECTION 6.05. CLOSING OF TRANSFER RECORDS. For the purpose of determining
shareholders (i) entitled to notice of or to vote at any meeting of
shareholders, or, after an adjournment thereof, at any reconvened meeting, (ii)
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 or (iii) 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 of directors may provide that the
share transfer records shall be closed for a stated period but not to exceed, in
any case, sixty 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 ten days
immediately preceding such meeting. In lieu of closing the share transfer
records, the board of directors 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 sixty days and, in the case of a meeting of shareholders, not less than ten
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

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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 of directors 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 6.05, such determination shall be applied after an
adjournment thereof to any reconvened meeting except where the determination has
been made through the closing of the share transfer records and the stated
period of closing has expired.

      SECTION 6.06. FIXING RECORD DATES FOR CONSENTS TO ACTION. Unless a record
date shall have previously been fixed or determined, whenever action by
shareholders is proposed to be taken by consent in writing or by electronic
transmission without a meeting of shareholders, the board of directors 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 ten
days after, the date upon which the resolution fixing the record date is adopted
by the board of directors. If no record date has been fixed by the board of
directors and prior action of the board of directors is not required by law, the
record date for determining shareholders entitled to consent to action in
writing or by electronic transmission without a meeting shall be the first date
on which a signed written consent or electronic transmission setting forth the
action taken or proposed to be taken is delivered to or received by the
corporation in the manner required by Section 2.08 of these bylaws. If no record
date shall have been fixed by the board of directors and prior action of the
board of directors is required by law, the record date for determining
shareholders entitled to consent to action in writing or by electronic
transmission without a meeting shall be at the close of business on the date on
which the board of directors adopts a resolution taking such prior action.

      SECTION 6.07. REGISTERED SHAREHOLDERS. Except as otherwise required by
law, the corporation shall be entitled to regard the person in whose name any
shares are registered in the share transfer records at any particular time as
the owner of those shares at that time for purposes of voting those shares,
receiving distributions, share dividends or notices in respect thereof,
transferring those shares, exercising rights of dissent with respect to those
shares, exercising or waiving any preemptive right with respect to those shares,
entering into agreements with respect to those shares or giving proxies with
respect to those shares. Except as otherwise required by law, neither the
corporation nor any of its officers, directors, employees or agents shall be
liable for regarding that person as the owner of those shares at that time for
those purposes, regardless of whether that person does not possess a certificate
for those shares.

      SECTION 6.08. LIST OF SHAREHOLDERS. The officer or agent having charge of
the transfer books for shares shall make, at least ten days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting, arranged in alphabetical order, with the address of each and the number
of shares held by each, which list, for a period of ten 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. Alternatively, the list of
the shareholders may be kept on a reasonably accessible electronic network, if
the information required to gain access to the list is provided with the notice
of the meeting. The corporation does not need to include any electronic contact
information of any shareholder on the list. If the corporation elects to make
the list available on

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an electronic network, the corporation shall take reasonable steps to ensure
that the information is available only to the shareholders of the corporation.
Such list shall also 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. If the meeting is held by means of remote
communication, the list must be open to the examination of any shareholder for
the duration of the meeting on a reasonably accessible electronic network, and
the information required to access the list must be provided to shareholders
with the notice of the meeting. The original share transfer records, or a
duplicate thereof, shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer records or to vote at any meeting of
the shareholders.

                                   ARTICLE VII

                               GENERAL PROVISIONS

      SECTION 7.01. DISTRIBUTIONS AND SHARE DIVIDENDS. Subject to the provisions
of the articles of incorporation relating thereto, if any, distributions and
share dividends may be declared by the board of directors, in its discretion, at
any regular or special meeting, pursuant to law. Subject to any provisions of
the articles of incorporation, distributions may be made by the transfer of
money or other property (except the corporation's own shares or rights to
acquire such shares) or by the issuance of indebtedness of the corporation, and
share dividends may be paid in the corporation's own authorized but unissued
shares or in treasury shares.

      SECTION 7.02. RESERVE FUNDS. Before payment of any distribution or share
dividend, there may be set aside out of any funds of the corporation available
for distributions or share dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve fund for
meeting contingencies, or for equalizing distributions or share dividends, or
for repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

      SECTION 7.03. CHECKS. 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 7.04. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the board of directors; provided, that if such fiscal
year is not fixed by the board of directors it shall be the calendar year.

      SECTION 7.05. SEAL. The corporate seal shall be in such form as may be
prescribed by the board of directors. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

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      SECTION 7.06. BOOKS AND RECORDS. The corporation shall keep books and
records of account and shall keep minutes of the proceedings of its
shareholders, its board of directors and each committee of its board of
directors. The corporation shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of the original issuance of shares issued by the corporation and a record of
each transfer of those shares that have been presented to the corporation for
registration of transfer. Such records shall contain the names and addresses of
all past and current shareholders of the corporation and the number and class or
series of shares issued by the corporation held by each of them.

      SECTION 7.07. ELECTRONIC TRANSMISSIONS. For purposes of these Bylaws,
"electronic transmission" means a form of communication that (i) does not
directly involve the physical transmission of paper; (ii) creates a record that
may be retained, retrieved, and reviewed by the recipient; and (iii) may be
directly reproduced in paper form by the recipient through an automated process.

      SECTION 7.08. INVALID PROVISIONS. If any provision of these bylaws is held
to be illegal, invalid, or unenforceable under present or future laws, such
provision shall be fully severable; these bylaws shall be construed and enforced
as if such illegal, invalid, or unenforceable provision had never comprised a
part hereof; and the remaining provisions hereof shall remain in full force and
effect and shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance herefrom. Furthermore, in lieu of such illegal,
invalid, or unenforceable provision there shall be added automatically as a part
of these bylaws a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable.

      SECTION 7.09. HEADINGS. The headings used in these bylaws are for
reference purposes only and do not affect in any way the meaning or
interpretation of these bylaws.

                                  ARTICLE VIII

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Article 2.02-1 of the Texas Business Corporation Act (the "Article")
permits the corporation to indemnify its present and former directors and
officers to the extent and under the circumstances set forth therein. In
addition, in some instances, indemnification is required by the Article. The
corporation hereby elects to and does hereby indemnify all such persons to the
fullest extent permitted or required by the Article promptly upon request of any
such person making a request for indemnity hereunder. Such obligation to so
indemnify and to so make such determinations may be specifically enforced by
resort to any court of competent jurisdiction. Further, the corporation shall
pay or reimburse the reasonable expenses of such persons covered hereby in
advance of the final disposition of any proceeding to the fullest extent
permitted by the Article and subject to the conditions thereof.

                                  Page 11 of 12

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                                   ARTICLE IX

                                   AMENDMENTS

      These bylaws may be altered, amended, or repealed or new bylaws may be
adopted by the affirmative vote of a majority of the whole board of directors at
any regular or special meeting; provided, that these bylaws may not be altered,
amended, or repealed so as to be inconsistent with law or any provision of the
articles of incorporation.

                                  Page 12 of 12