Exhibit 3(ii)

 

SECOND AMENDED AND RESTATED

 

BYLAWS

OF

RETRACTABLE TECHNOLOGIES, INC.

 

ARTICLE I

 

OFFICES

 

                                                1.1                            RegisteredOffice. The registered office of the Corporation shall be 2100 Ross Avenue,Suite 2600, Dallas, Texas 75201 or such other address as shall bedesignated by the Board of Directors. The Corporation may change its RegisteredOffice, registered agent, or both by filing a statement of change with theSecretary of State of the State of Texas.

 

                                                1.2                            RegisteredAgent. The name of the registered agent of the Corporation at such addressis Ralph S. Janvey or such other person as shall be designated by the Board ofDirectors of the Corporation.

 

                                                1.3                            OtherOffices. The Corporation may also have offices at such other places, withinor outside the State of Texas, where the Corporation is qualified to dobusiness, as the Board of Directors may from time to time designate, orbusiness of the Corporation may require.

 

ARTICLE II

 

SHAREHOLDERS’ MEETING

 

                                                2.1                            Placeof Meetings. Meetings of shareholders entitled to vote shall be held at anyplace within or without the State of Texas designated by the Board of Directorspursuant to authority hereinafter granted to the Board, or by written consentof all persons entitled to vote thereat. Any meeting is valid wherever held ifheld by the written consent of all the persons entitled to vote thereat, giveneither before or after the meeting and filed with the Secretary of thecorporation.

 

                                                2.2                            Timeof Annual Meeting. Business Transacted. The annual meeting of the shareholdersentitled to vote shall be held on such date and at such time as shall bedesignated from time to time by the Board of Directors. At such meetingDirectors shall be elected and any other business may be transacted which iswithin the powers of the shareholders.

 

                                                2.3                            Noticeof Meetings. Notice of all meetings of shareholders shall be given inwriting to shareholders entitled to vote by the President, or Secretary, or bythe Officer or person calling the meeting, or, in case of his neglect or refusal,or if there is no person charged with the duty of giving notice, by anyDirector or shareholder. The notice shall be given to each shareholder, eitherpersonally or by prepaid mail. If mailed, such notice shall be deemed to bedelivered when deposited in the United States mail addressed to the shareholderat his address as it appears on the stock transfer books of the Corporation,with postage thereon paid.

 

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                                                2.4                            Timeand Notice. Notice of any meeting of shareholders shall be sent to eachshareholder entitled to vote not less than ten (10) days nor more thanfifty (50) days before the meeting, except in the case of a meeting for thepurpose of approving a merger or consolidation agreement, in which case thenotice must be given not less than twenty (20) days prior to the date of themeeting.

 

                                                2.5                            Contentsof Notice. Notice of any meeting of shareholders shall specify the place,date, and hour of the meeting. The Notice may state the means of any remotecommunications by which shareholders may be considered present and may vote atthe meeting.  The notice shall alsospecify the purpose of the meeting if it is a special meeting, or if itspurpose, or one of its purposes, will be to consider a proposed amendment ofthe Articles of Incorporation, to consider a proposed merger or consolidation,to consider a proposed reduction of stated capital without amendment, toconsider a voluntary dissolution or the revocation of a voluntary dissolutionby the act of the Corporation, or to consider a proposed disposition of all, orsubstantially all, of the assets of the Corporation outside of the ordinarycourse of business.

 

                                                2.6                            Noticeof Adjourned Meeting. When a shareholders’ meeting is adjourned for thirty(30) days or more, notice of the adjourned meeting shall be given as in thecase of an original meeting. When a meeting is adjourned for less than thirty(30) days, it is not necessary to give any notice of the time and place of theadjourned meeting or of the business to be transacted thereat, other than byannouncement at the meeting at which the adjournment is taken.

 

                                                2.7                            Callof Special Meetings. Upon request in writing to the President,Vice-President, or Secretary, sent by registered mail or delivered to theOfficer in person, by any persons entitled to call a meeting of shareholders,they forthwith shall cause notice to be given to the shareholders entitled tovote, that a meeting will be held at a time fixed by the Officer, not less thanten (10) days after the receipt of the request. If the notice is not givenwithin seven (7) days after the date of delivery, or the date of mailingof the request, the persons calling the meeting may fix the time of the meetingand give the notice in the manner provided in these Amended and Restated Bylaws(“Bylaws”). Nothing contained in this section shall be construed as limiting,fixing, or affecting the time or date when a meeting of shareholders called byaction of the Board of Directors may be held.

 

                                                2.8                            PersonsEntitled to Call Special Meetings. Special meetings of the shareholders,for any purpose whatsoever, may be called at any time by any of the following: (1) thePresident; (2) the Board of Directors; (3) the President at therequest of the holders of not less than 66 2/3% of all outstanding shares ofthe Corporation entitled to vote at such meetings.

 

                                                2.9                            Quorumof Shareholders. The presence in person or by proxy of the persons entitledto vote Fifty Percent (50%) of the voting shares at any meeting constitutes aquorum for the transaction of business except as otherwise provided by statuteor these Bylaws.

 

                                                2.10                    Loss ofQuorum. In the absence of a quorum, any meeting of shareholders may beadjourned from time to time by the vote of a majority of the shares entitled tovote, the holders of which are either present in person or represented by proxythereat, but no other business may be 

 

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transacted. Notwithstanding the above, shareholders present at a dulyorganized meeting with a quorum present may continue to do business untiladjournment, notwithstanding the withdrawal of enough shareholders to leaveless than a quorum.

 

                                                2.11                    Record Datefor Determination of Shareholders. The Board of Directors may fix in advancea date as the record date for any such determination of shareholders, such datein any case to be no more than fifty (50) days and, in case of meeting ofshareholders, not less than ten (10) days prior to the date on which theparticular action requiring such determination of shareholders is to be taken.

 

                                                2.12                    Date ofNotice or Resolution for Determination of Shareholders. If no record dateis fixed for the determination of shareholders entitled to notice of or to voteat a meeting of shareholders, the date on which notice of the meeting is mailedor the date on which the resolution of the Board of Directors declaring suchdividend is adopted, as the case may be, is the record date for suchdetermination of shareholders.

 

                                                2.13                    AdjournedMeetings. When any determination of shareholders entitled to vote at anymeeting of shareholders has been made as provided in this Article, suchdetermination shall apply to any adjournment thereof.

 

                                                2.14                    Inspectorsof Election. The Chairman of each meeting of shareholders shall appoint oneor more persons to act as inspector(s) of election. The inspector(s) ofelection shall report to the meeting the number of shares of each class andseries of stock, and of all classes, represented either in person or by proxythat are entitled to vote. The inspector(s) of election shall oversee thevote of the shareholders for the election of Directors and for any othermatters that are put to a vote of shareholders entitled to vote at the meeting;judge the qualifications of shareholders voting; collect, count, and report theresults of ballots cast by any shareholders voting in person; and perform suchother duties as may be required by the Chairman of the meeting or theshareholders.

 

                                                2.15                    Notice ofShareholder Business. At an annual meeting of shareholders, only suchbusiness shall be conducted as shall have been brought before the meeting (i) byor at the direction of the Board of Directors or (ii) by any shareholderof the Corporation entitled to vote who complies with the notice procedure setforth. For business to be properly brought before an annual meeting by ashareholder, the shareholder entitled to vote must have given timely noticethereof in writing to the Secretary of the Corporation.

 

                                                Tobe timely, a shareholder’s notice must be delivered to or mailed and receivedat the principal executive offices of the Corporation, not less than forty-five(45) days before the date the Corporation mailed its proxy materials for theprior year’s annual meeting (such date to be identified in the prior year’sproxy statement). A shareholder’s notice to the Secretary shall set forth as toeach matter the shareholder proposes to bring before the annual meeting thefollowing information: (a) a brief description of the business desired tobe brought before the annual meeting and the reasons for conducting suchbusiness at the annual meeting; (b) the name and address of theshareholder proposing such business; (c) the number of shares of theCorporation which are beneficially owned by the shareholder; and (d) anymaterial interest of the shareholder 

 

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in such business. Notwithstanding anything in these Bylaws to thecontrary, no business shall be conducted at an annual meeting except inaccordance with these procedures. The Chairman of an annual meeting shall, ifthe facts warrant, determine and declare to the meeting that business was notproperly brought before the meeting and in accordance with these provisions,and if he should so determine, he shall so declare to the meeting and any suchbusiness not properly brought before the meeting shall not be transacted.

 

                                                2.16                    Voting List.At least eleven (11) days before each meeting of shareholders, a complete listof the shareholders entitled to vote at such meeting or any adjournmentthereof, arranged in alphabetical order, with the address of and the type andnumber of shares held by each, shall be kept on file at the registered officeof the Corporation and shall be subject to inspection of any shareholder duringthe whole time of the meeting. The share logs provided by the Corporation’stransfer agent shall be prima facie evidence as to who are the shareholdersentitled to examine such list. However, failure to prepare and to makeavailable such list in the manner provided above shall not affect the validityof any action taken at the meeting. Alternatively, the list of shareholders maybe kept on a reasonably accessible electronic network, if the informationrequired to gain access to the list is provided with the notice of themeeting.  The Corporation is not requiredto include any electronic contact information of any shareholder on thelist.  If the Corporation elects to makethe list available on an electronic network, the Corporation will take reasonablesteps to ensure that the information is available only to shareholders of theCorporation.  The list will be producedand kept open at the place and for the duration of the meeting and will besubject to inspection by any shareholder present.  If the meeting is held by remotecommunication, the list must be open to the examination of any shareholder forthe duration of the meeting on a reasonable accessible electronic network, andthe information required to access the list must be provided to shareholderswith the notice of the meeting.

 

                                                2.17                    Votes PerShare. Each outstanding share, regardless of class, shall be entitled toone vote on each matter submitted to a vote at a meeting of the shareholders,except to the extent that the voting rights of shares of any class or classesare limited by the Articles of Incorporation, as amended.

 

                                                2.18                    CumulativeVoting. Directors shall be elected by a plurality vote. Cumulative votingshall not be permitted.

 

                                                2.19                    Voting byVoice and Ballot. Elections for Directors need not be by ballot unless ashareholder entitled to vote demands election by ballot at the election andbefore the voting begins.

 

                                                2.20                    Proxies.A shareholder may vote either in person or by proxy executed in writing by ashareholder entitled to vote or by his authorized attorney in fact. No proxyshall be valid after eleven (11) months from the date of its execution unlessotherwise provided in the proxy. Each proxy shall be revocable unless expresslyprovided therein to be irrevocable, and in no event shall it remain irrevocablefor a period of more than eleven (11) months. A telegram telex, cablegram, orsimilar transmission by the shareholder or a photographic, photostatic,facsimile, or other similar reproduction of a writing executed by theshareholder will be treated as an 

 

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execution in writing.  Anyelectronic transmission must contain or be accompanied by information fromwhich it can be determined that the transmission was authorized by theshareholder.

 

                                                2.21                    Waiver ofNotice. Any notice required by law or these Bylaws may be waived by theexecution by the person entitled to the notice of a written waiver of suchnotice, which may be signed before or after the time stated in the notice.

 

                                                2.22                    ActionWithout Meeting. Any action that may be taken at a meeting of theshareholders, may be taken without a meeting if authorized by a writing datedand signed by the shareholder or shareholders having not less than the minimumnumber of votes that would be necessary to take such action at a meeting atwhich the holders of all shares entitled to vote on the action were present andvoted. The writing authorizing the action without a meeting must be filed withthe President of the Corporation.  Anelectronic transmission (if the Corporation can determine that the transmissionwas transmitted by the shareholder on the date it was transmitted) by ashareholder or reproduction of a writing signed by a shareholder is regarded assigned for the purposes of this Section of the Bylaws.  Consent given by electronic communication isnot regarded as delivered until it is reproduced in paper form and delivered tothe Corporation.  Any signed consent orconsents, or a signed copy thereof, shall be placed in the Minute Book of theCorporation.  Prompt notice of any actiontaken by shareholders without a meeting by less than unanimous written consent,if permitted, must be given to those shareholders who did not consent in writingto the action, but advance notice is not required.

 

                                                2.23                    Conduct ofMeetings. At every meeting of the shareholders, the President, or in hisabsence, the Vice-President designated by the President, or in the absence ofany such designation, a Chairman (who shall be one of the Vice-Presidents, ifany is present) chosen by majority in interest of the shareholders of theCorporation present in person or by proxy and entitled to vote, shall act asChairman. The Secretary of the Corporation, or in his absence, an AssistantSecretary, shall act as Secretary of all meetings of the shareholders. In theabsence at such meeting of the Secretary or Assistant Secretary, the Chairmanmay appoint another person to act as Secretary of the meeting.

 

                                                2.24                    Telephoneor Remote Communication Meetings. Shareholders may participate in and hold a meeting by means of aconference telephone or other similar means of remote communication equipmentso that all participants in the meeting can communicate with each other.  Participation in such a meeting will constitutepresence at the meeting, except when a person participates in the meeting forthe express purpose of objecting to the transaction of any business on theground that the meeting is not lawfully called or convened.  If voting takes place at such a meeting, theCorporation must (A) implement reasonable measures to verify that eachperson considered present and permitted to vote at the meeting is a shareholderand (B) maintain a record of any vote or other action taken at themeeting.

 

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ARTICLE III

 

DIRECTORS

 

                                                3.1                            DirectorsDefined. “Directors” when used in relation to any power or duty requiringcollective action, means “Board of Directors.”

 

                                                3.2                            Powers.The business and affairs of the Corporation and all corporate powers shall beexercised by or under authority of the Board of Directors, subject tolimitation imposed by law the Articles of Incorporation, as amended, or theseBylaws as to action which requires authorization or approval by theshareholders.

 

                                                3.3                            Numberand Election of Directors.  Thebusiness and affairs of the Corporation shall be managed by a Board ofDirectors, which shall have and may exercise all of the powers of theCorporation, except such as are expressly conferred upon the Shareholders bylaw, by the Articles of Incorporation or by these Bylaws. Subject to the rightsof the holders of shares of any series of preferred stock then outstanding toelect additional Directors under specific circumstances, the Board of Directorsshall consist of not less than three (3) nor more than twenty-one (21)persons. The exact number of Directors within the minimum and maximumlimitations specified in the preceding sentence shall be fixed from time totime by either: (i) the Board of Directors pursuant to a resolutionadopted by a majority of the entire Board of Directors, (ii) theaffirmative vote of the holders of 66 2/3% or more of the voting power of allof the shares of the Corporation entitled to vote generally in the election ofDirectors, voting together as a single class, or (iii) the Articles ofIncorporation. No decrease in the number of Directors constituting the Board ofDirectors shall shorten the term of any incumbent Director; provided, however,that the term of existing Directors may be shortened to comply with the TexasCorporation Act. The Directors shall be divided into two classes, as nearlyequal in number as possible, with the term of office of the first class toexpire at the 2001 annual meeting of shareholders and the term of the secondclass to expire at the 2002 annual meeting of shareholders (an initial two (2) yearterm),****and with the members of each class tohold office until their successors have been elected and qualified. At eachannual meeting of shareholders following such initial classification andelection, Directors, elected to succeed those Directors whose terms expire,shall be elected for a term of office for the class whose term of officeexpires at all such future annual meetings.

 

                                                3.4                            Vacancies.Vacancies in the Board of Directors shall exist in the case of the happening ofany of the following events: (a) the death, resignation, or removal of anyDirectors; (b) the authorized number of Directors is increased; (c) atany annual, regular, or special meeting of shareholders at which any Directoris elected, the shareholders entitled to vote fail to elect the full authorizednumber of Directors to be voted for at that meeting; or (d) the terms ofDirectors elected pursuant to dividend default voting rights end prior to ameeting of the shareholders.

 

                                                3.5                            Declarationof Vacancy. The Board of Directors may declare vacant the office of aDirector in either of the following cases: (a) if he is adjudgedincompetent by an order of court, 

 

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or finally convicted of a felony; or (b) if within sixty (60) daysafter notice of his election, he does not accept the office either in writingor by attending a meeting of the Board of Directors.

 

                                                3.6                            FillingVacancies by Directors. Vacancies of generally elected Directors may befilled by an affirmative vote of a majority of the remaining generally electedDirectors, though less than a quorum, or by a sole remaining generally electedDirector. Vacancies of Directors elected pursuant to a dividend defaultelection by preferred shareholders shall be filled by the remaining Directorsso elected. Each Director so elected shall hold office until his successor iselected at an annual, regular or special meeting of the shareholders.

 

                                                3.7                            FillingVacancies by Shareholders — Reduction of Authorized Number of Directors. Inthe event a vacancy in the number of generally elected Directors or in thenumber of Directors elected pursuant to default dividend voting rights ofpreferred shareholders exists and is not filled by the appropriate remainingDirectors, the vacancy may be filled by a vote of either the commonstockholders or the holders of preferred shares with the right to elect theDirector whose vacancy is being filled, as appropriate. If the Board ofDirectors accepts the resignation of a Director tendered to take effect at afuture time, the appropriate remaining Directors failing to fill the vacancywithin ten (10) days of the effective date of the resignation, theshareholders may elect a successor to take office unless the Board fills thevacancy prior to the shareholders’ vote. A reduction of the authorized numberof Directors does not remove any Director prior to the expiration of his termof office.

 

                                                3.8                            Removalof Directors. Any Director, or the entire Board of Directors, may beremoved from office at any time only for cause and only by the affirmative voteof the holders of 66 2/3% or more of the voting power of all ofthe shares of the Corporation entitled to vote in the election of suchDirectors. “Cause” shall be exclusively defined to mean: (a) conviction ofa felony, (b) proof of the gross negligence or willful misconduct of suchDirector which is materially detrimental to the Corporation, or (c) proofof a breach of fiduciary duty of such Director which is materially detrimentalto the Corporation.

 

                                                3.9                            Placeof Meetings. Regular meetings of the Board of Directors shall be held atany place within or without the State of Texas which has been designated fromtime to time by resolution of the Board or by written consent of all members ofthe Board. In the absence of such designation, regular meetings shall be heldat the registered office of the Corporation. Special meetings of the Board maybe held either at a place so designated or at the registered office. Anyregular or special meeting is valid, wherever held, if held on written consentof all members of the Board given either before or after the meeting and filedwith the Secretary of the Corporation.

 

                                                3.10                    Regular andSpecial Meetings. Regular meetings of the Board of Directors shall be heldat such time and place as shall from time to time be determined by the Board.Special meetings of the Board of Directors shall be called by the President orif he is absent or is unable or refuses to act, by a Vice-President or by anytwo Directors.

 

                                                3.11                    Notice ofMeeting. Written notice of the time and place of the regular or specialmeetings of the Board of Directors shall be delivered personally to eachDirector, or sent to each 

 

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Director by mail or by other form of written communication at least two(2) days before the meeting. If the address of a Director is not shown onthe records and is not readily ascertainable, notice shall be addressed to himat the city of place in which the meetings of the Directors are regularly held.Notice of the time and place of holding an adjourned meeting of a meeting neednot be given to absent Directors if the time and place are fixed at the meetingadjourned.

 

                                                3.12                    Call ofRegular Meeting. All regular meetings of the Board of Directors of thisCorporation shall be called by the President, or, if he is absent or is unableor refuses to act, by any Vice-President or by any two Directors.

 

                                                3.13                    Validationof Meeting Defectively Called or Noticed. The transactions of any meetingof the Board of Directors, however called and noticed or wherever held, are asvalid as though had at a meeting duly held after regular call and notice, if aquorum is present, and if, either before or after the meeting, each of theDirectors not present signs a waiver of notice, a consent to holding themeeting, or an approval of the minutes thereof. All such waivers, consents, orapprovals shall be filed with the corporate records or made a part of theminutes of the meeting. Attendance by a Director at a meeting shall constitutea waiver of notice of the meeting, unless the express purpose for suchattendance is to present the objection that the meeting is not lawfully calledor convened.

 

                                                3.14                    Quorum.A majority of the authorized number of Directors constitutes a quorum of theBoard for the transaction of business.

 

                                                3.15                    MajorityAction. Every act or decision done or made by a majority of the Directorspresent at any meeting duly held at which a quorum is present is the act of theBoard of Directors, unless an action of a greater number is required by theArticles of Incorporation, as amended, or these Bylaws. Each Director who ispresent at a meeting will be deemed to have assented to any action taken atsuch meeting unless his dissent to the action is entered in the minutes of themeeting, or unless he shall file his written dissent thereto with the Secretaryof the meeting or shall forward such dissent by registered mail to theSecretary of the Corporation immediately after such meeting.

 

                                                3.16                    Action byConsent of Board Without Meeting. Any action required or permitted to betaken by the Board of Directors under the law shall individually orcollectively be taken without a meeting, without prior notice and without avote if a consent in writing to such action is signed by all members of theBoard of Directors. Such written consent or consents shall be filed with theminutes of the proceedings of the Board. Such action by written consent shallhave the same force and effect as a unanimous vote of such Directors. Atelegram, telex, cablegram, or other electronic transmission by a Directorconsenting to an action to be taken and transmitted by a Director is consideredwritten, signed, and dated for the purposes of this Section if thetransmission sets forth or is delivered with information from which theCorporation can determine that the transmission was transmitted by the Directorand the date on which the Director transmitted the transmission.  Any certificate or other document filed underthe law which relates to action so taken shall state that the action was takenby unanimous written consent of the Board of Directors without a meeting andthat these Bylaws authorize the Directors to so act, and such statement shallbe prima facie evidence of such authority.

 

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                                                3.17                    Adjournment.In the absence of a quorum, a majority of the Directors present may adjournfrom time to time until the time fixed for the next regular meeting of theBoard.

 

                                                3.18                    Conduct ofMeetings. At every meeting of the Board of Directors, the Chairman of theBoard of Directors, if there shall be such an Officer, and if not, thePresident, or in his absence a Vice-President designated by him, or in theabsence of such designation, a Chairman chosen by a majority of the Directorspresent, shall preside. The Secretary of the Corporation shall act as Secretaryof the Board of Directors. In case the Secretary shall be absent from anymeeting, the Chairman may appoint any person to act as Secretary of themeeting.

 

                                                3.19                    Indemnificationof Directors and Officers. The Board of Directors shall authorize theCorporation to pay or reimburse any present or former Director or Officer ofthe Corporation any costs or expenses actually and necessarily incurred by himin any action, suit, or proceeding to which he is made a party by reason of hisholding such position; provided, however, that he shall not receive suchindemnification if he be finally adjudicated therein to be liable for grossnegligence. The indemnification herein provided shall also extend to good faithexpenditures incurred in anticipation of, or preparation for, threatened orproposed litigation. The Board of Directors may, in proper cases, extend theindemnification to cover the good faith settlement of any such action, suit, orproceeding, whether formally instituted or not to the maximum extent permittedby law.

 

                                                3.20                    InterestedDirectors. Any contract or other transaction between the Corporation andany of its Directors (or any corporation or entity in which any of itsDirectors is directly or indirectly interested) shall be valid for all purposesnotwithstanding the presence of such Director at the meeting authorizing suchcontract or transaction, or his participation in such meeting. The foregoingshall, however, apply only if the interest of each such Director is known ordisclosed to the Board of Directors and it shall nevertheless authorize orratify such contract or transaction by a majority of the Directors present,each such interested Director to be counted in determining whether a quorum ispresent, but not in calculating the majority necessary to carry such vote. Thissection shall not be construed to invalidate any contract or transaction whichwould be valid in the absence of this paragraph.

 

                                                3.21                    Committees.The Board of Directors, by an affirmative vote of a majority of the membersconstituting the Board of Directors, may appoint such committees which shallhave and may exercise such powers as shall be conferred or authorized byresolution of the Board. However, no such committee shall have power orauthority to take any action that is specifically required by statute to betaken by the entire Board of Directors. A majority of any such committee may determine its action and fix thetime and place of its meetings unless the Board of Directors shall otherwiseprovide. The Board of Directors, by such affirmative vote, shall have power atany time to change the powers and members of such committee. In the absence ordisqualification of any member of such committee or committees, the member ormembers thereof present at any meeting and not disqualified from voting,whether or not he or they constitute a quorum, may unanimously appoint anothermember of the Board of Directors to act at the meeting in the place of any suchabsent or disqualified member.  Eachcommittee shall keep regular minutes of its meetings and report the same to theBoard of Directors when 

 

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required.  At meetings of anycommittee, a majority of the members of that committee constitutes a quorum forthe transaction of business, and the act of a majority of the members presentat any meeting at which a quorum is present will be the act of the committee,except as otherwise specifically provided by statute, the Articles ofIncorporation, as amended, or these Bylaws. The designation of any committee of the Board of Directors and thedelegation thereto of authority will not operate to relieve the Board ofDirectors or any member thereof of any responsibility imposed on the Board orthe member by law.

 

                                                3.22                    Telephoneor Remote Communication Meetings.  Directorsmay participate in and hold a meeting by means of a conference telephone orother similar means of remote communication equipment so that all participantsin the meeting can communicate with each other. Participation in such a meeting will constitute presence at the meeting,except when a person participates in the meeting for the express purpose ofobjecting to the transaction of any business on the ground that the meeting isnot lawfully called or convened.  Ifvoting takes place at such a meeting, the Corporation must: (A) implementreasonable measures to verify that each person considered present and permittedto vote at the meeting is a Director and (B) maintain a record of any voteor other action taken at the meeting.

 

                                                3.23                    Compensationof Directors.  Directors may receivecompensation for their services and reimbursement for their expensesestablished by the Board of Directors, by resolution, provided that nothingherein will preclude any Director from serving the Corporation in any othercapacity and receiving compensation for that service.

 

                                                3.24                    Resignations.  A Director may resign at any time by givingwritten or electronic transmission of a notice to the Chairman of the Board ofDirectors.  The resignation will takeeffect as of the date of the receipt of notice or any later time specifiedtherein, and, unless otherwise specified, the acceptance of the resignationwill not be necessary to make it effective.

 

ARTICLE IV

 

OFFICERS

 

                                                4.1                            Numberand Titles. The Officers of the Corporation shall be a President, aVice-President, a Secretary, and a Treasurer. The Corporation may also have, atthe discretion of the Board of Directors, a Chairman of the Board, one or moreadditional Vice-Presidents, one or more Assistant Secretaries, one or moreAssistant Treasurers, and such other Officers as may be appointed in accordancewith the provisions of Section 4.3 of this Article. One person may holdtwo or more offices.

 

                                                4.2                            Election.The Officers of the Corporation, except such Officers as may be appointed inaccordance with the provisions of Section 4.3 or Section 4.5 of thisArticle, shall be chosen by the Board of Directors, and each shall hold hisoffice until he shall resign or shall be removed or otherwise disqualified toserve, or his successor shall be elected and qualified.

 

                                                4.3                            SubordinateOfficers. The Board of Directors may appoint such other Officers or agentsas the business of the Corporation may require, each of whom shall hold officefor such 

 

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period, have such authority, and perform such duties as are provided inthese Bylaws or as the Board of Directors may from time to time determine. TheBoard of Directors may delegate to any Officer or committee the power toappoint any such subordinate Officers, committees, or agents, to specify theirduties, and to determine their compensation.

 

                                                4.4                            Removaland Resignation. Any Officer may be removed, either with or without cause,by a majority of the Directors at any regular or special meeting of the Board,or, except in case of an Officer chosen by the Board of Directors, by anycommittee or Officer upon whom such power of removal may be conferred by theBoard of Directors; provided, however, that such removal shall not be withprejudice to the contract rights, if any, of the person removed. Any Officermay resign at any time by giving written notice to the Board of Directors or tothe President, or the Secretary of the Corporation. Any such resignation shalltake effect at the date of the receipt of such notice or at any later time specifiedtherein; and, unless otherwise specified therein, the acceptance of suchresignation shall not be necessary to make it effective.

 

                                                4.5                            Vacancies.If the office of the President, Vice-President, Secretary, Treasurer, AssistantSecretary (if any), or Assistant Treasurer (if any) becomes vacant by reason ofdeath, resignation, removal, or otherwise, the Board of Directors shall elect asuccessor who shall hold office for the unexpired term and until his successoris elected.

 

                                                4.6                            Chairmanof the Board. The Chairman of the Board, if there shall be such an Officer,shall, if present, preside at all meetings of the Board of Directors and at allmeetings of the shareholders and shall have the responsibility of directing andconsulting with the President and supervising the President in the discharge ofall of his duties hereafter specified in Section 4.7. Further, theChairman of the Board is hereby authorized to exercise, in the absence of thePresident, the same authority and powers as are hereinafter vested in thePresident, except when otherwise required by law.

 

                                                4.7                            President.Subject to the direction of the Board of Directors, and subject to the powersvested in the Chairman of the Board by these Bylaws, if there shall be such anOfficer, the President shall be the Chief Executive Officer of the Corporationand, as such, shall be responsible for the general supervision, direction, andcontrol of the business and Officers of the Corporation, and shall have thegeneral powers and duties of management usually vested in the office of thePresident of a corporation, by the Board of Directors or the Bylaws. Withinthis authority and in the course of his duties he shall:

 

                                                (a) ConductMeetings. Preside at all meetings of the shareholders and, in the absenceof the Chairman of the Board, at all meetings of the Board of Directors andshall be ex officio a member of all the standing committees, including theExecutive Committee, if any.

 

                                                (b) SignShare Certificates. Sign all certificates of stock of the Corporation, inconjunction with the Secretary or Assistant Secretary, unless otherwise orderedby the Board of Directors.

 

                                                (c) ExecuteInstruments. When authorized by the Board of Directors, execute in the nameof the Corporation deeds, conveyances, notices, leases, checks, drafts, billsof exchange, 

 

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warrants, promissory notes, bonds, debentures, contracts, and otherpapers and instruments in writing.

 

                                                (d) Hireand Fire Employees. Subject to the authorization of the Board of Directors,appoint and remove, employ and discharge, and prescribe the duties and fix thecompensation of all agents, employees, and clerks of the Corporation other thanthe duly appointed Officers of the Corporation.

 

                                                (e) Meetingsof the Other Corporations. Unless otherwise directed by the Board ofDirectors, attend in person or by substitute appointed by him, and act and voteon behalf of the Corporation, at all meetings of the shareholders of anycorporation in which this Corporation holds stock.

 

                                                4.8                            Vice-President.In the absence or disability of the President, the Vice-Presidents, in order oftheir rank as fixed by the Board of Directors, or, if not ranked, theVice-President designated by the Board of Directors, shall perform all theduties of the President, and when so acting shall have all the powers of and besubject to all the restrictions on the President.

 

                                                4.9                            Secretary.The Secretary shall:

 

                                                (a) SignShare Certificates. Sign, with the President or a Vice-President, certificatesfor the shares of the Corporation.

 

                                                (b) AttestBylaws. Attest and keep at the principal office of the Corporation theoriginal or a copy of its Bylaws as amended or otherwise altered to date.

 

                                                (c) Minutesof Meetings. Keep at the principal office of the Corporation, or such otherplace as the Board of Directors may order, a book of minutes of all meetings ofits Directors and shareholders, Executive Committee, if any, and othercommittees, with the time and place of holding, whether regular or special, andif special, how authorized, the notice thereof given, the names of thosepresent at Directors’ meetings, the number of shares of members present orrepresented at shareholders’ meetings, and the proceedings thereof.

 

                                                (d) Signor Attest Documents and Affix Seal. Sign or attest such documents as may berequired by law or the business of the Corporation, and to keep the corporateseal and affix it to such instruments as may be necessary or proper.

 

                                                (e) Notices.See that all notices are duly given in accordance with the provisions of theseBylaws or as required by law. In case of the absence or disability of theSecretary, or his refusal to or neglect to act, notice may be given and servedby a Vice-President or by the Board of Directors.

 

                                                (f) Custodianof Records and Seal. Be custodian of the records and of the seal of theCorporation and see that it is engraved, lithographed, printed, stamped,impressed upon, or affixed to all certificated shares prior to their issuanceand to any documents, the execution of 

 

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which on behalf of the Corporation under its seal is required and dulyauthorized in accordance with the provisions of these Bylaws.

 

                                                (g) ShareRegister. Monitor the share register kept by the Corporation’s transferagent showing the names of the shareholders and their addresses; the number,date of issue, and class of shares represented by each outstanding sharecertificate; and the number and date of cancellation of each certificatesurrendered for cancellation, and all relevant information for holders ofuncertificated shares. In the event the Corporation has no transfer agent, theSecretary will maintain the above mentioned records at the principal office ofthe Corporation.

 

                                                (h) Reportsand Statements. See that the books, reports, statements, certificates, andall other documents and records required by law are properly kept and filed.

 

                                                (i) Exhibit Records.Exhibit at all reasonable times to any Director on application, or onwritten demand stating the purpose thereof of any person who has been ashareholder of record for at least six (6) months immediately precedinghis demand or who is the holder of record of at least Five Percent (5%) of allof the outstanding shares of the Corporation, upon application, the Bylaws, theshare register, and minutes of proceedings of the shareholders and Directors ofthe Corporation.

 

                                                (j) OtherDuties. In general, perform all duties incident to the office of Secretary,and such other duties as from time to time may be assigned to him by the Boardof Directors.

 

                                                (k) Absenceof Secretary. In the case of the absence or disability of the Secretary orhis refusal or neglect to act, the Assistant Secretary, or if there be none,the Treasurer, acting as Assistant Secretary, may perform all of the functionsof the Secretary.  The AssistantSecretary and Treasurer, or any person thereunto authorized by the President ora Vice-President or by the Board of Directors, may perform the functions of theSecretary.

 

                                                4.10                    AssistantSecretary. At the request of the Secretary or in his absence or disability,the Assistant Secretary, designated as set forth in preceding Section 4.9(k) ofthese Bylaws, shall perform all the duties of the Secretary. The AssistantSecretary shall perform such other duties from time to time assigned to him bythe Board of Directors or the Secretary.

 

                                                4.11                    Treasurer.The Treasurer shall:

 

                                                (a) Funds— Custody and Deposit. Have charge and custody of, and be responsible for,all funds and securities of the Corporation, and deposit all such funds in thename of the Corporation in such banks, trust companies, or other depositoriesas shall be selected by the Board of Directors.

 

                                                (b) Funds— Receipts. Receive and give receipt for monies due and payable to theCorporation from any source whatsoever.

 

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                                                (c) Funds— Disbursements. Disburse or cause to be disbursed the funds of theCorporation as may be directed by the Board of Directors, taking proper vouchersfor such disbursements.

 

                                                (d) MaintainAccounts. Keep and maintain adequate and correct accounts for theCorporation’s properties and business transactions, including account of itsassets, liabilities, receipts, disbursements, gains, losses, capital surplus,and shares. Any surplus, including earned surplus, paid-in surplus, and surplusarising from a reduction of stated capital shall be classified according tosource and shown in a separate account.

 

                                                (e) Exhibit Records.Exhibit at all reasonable times the books of account and records to anyDirector on application, or to any person who has been a shareholder of recordfor at least six (6) months immediately preceding his demand or who is theholder of record of at least Five Percent (5%) of all outstanding shares of theCorporation on written demand stating the purpose thereof, during businesshours at the office of the Corporation where such books and records are kept.

 

                                                (f) Reportsto President and Directors. Render to the President and Directors, wheneverthey request it, an account of all his transactions as Treasurer and of thefinancial condition of the Corporation.

 

                                                (g) FinancialReport to Shareholders. Prepare, or cause to be prepared, and certify thefinancial statements to be included in the annual report to shareholders andstatements of the affairs of the Corporation.

 

                                                (h) Bond.Give to the Corporation a bond, if required by the Board of Directors or by thePresident, in a sum, and with one or more sureties, or a surety companysatisfactory to the Board, for the faithful performance of the duties of hisoffice 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 underhis control belonging to the Corporation.

 

                                                (i) OtherDuties. In general, perform all the duties incident to the office ofTreasurer and such other duties as from time to time may be assigned to him bythe Board of Directors.

 

                                                (j) Absenceof Treasurer. In case of the absence or disability of the Treasurer or hisrefusal or neglect to act, the Assistant Treasurer or the Secretary acting asAssistant Treasurer, may perform all of the functions of the Treasurer. In theabsence or inability to act, or refusal or neglect to act, of the Treasurer,the Assistant Treasurer, and the Secretary, or any person thereunto authorizedby the President or a Vice-President or by the Board of Directors, may performthe functions of the Treasurer.

 

                                                4.12                    AssistantTreasurer. The Assistant Treasurer, if required to do so by the Board ofDirectors, shall give bond for the faithful discharge of his duties, in suchsum, and with such sureties as the Board of Directors shall require. At therequest of the Treasurer, or in his absence or disability, the AssistantTreasurer designated as set forth in the preceding Section 4.11(j) of

 

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these Bylaws shall perform all of the duties of the Treasurer, and whenso acting, he shall have all the powers of, and be subject to all therestrictions on, the Treasurer. He shall perform such other duties as from timeto time may be assigned to him by the Board of Directors or the Treasurer.

 

                                                4.13Salaries. The salaries of the Officers shall be fixed from time to timeby the Board of Directors, and no Officer shall be prevented from receivingsuch salary by reason of the fact that he is also a Director of theCorporation.

 

ARTICLE V

 

EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS

 

                                                5.1                            Authorityfor Execution of Instruments. The Board of Directors, except as otherwiseprovided in these Bylaws, may authorize any Officer or Officers, agent oragents, to enter into any contract or execute and deliver any instrument in thename of and on behalf of the Corporation, and such authority may be general orconfined to specific instances; and unless so authorized, no Officer, agent oremployee other than the President shall have any power or authority to bind theCorporation by any contract or engagement or to pledge its credit or to renderit liable pecuniarily for any purpose or in any amount.

 

                                                5.2                            Executionof Instruments. Unless otherwise specifically determined by the Board ofDirectors or otherwise required by law, formal contracts of the Corporation,promissory notes, mortgages, and other evidence of indebtedness of theCorporation, and other corporate instruments or documents, and certificatedshares of stock owned by the Corporation, shall be executed, signed, orendorsed by the President or a Vice-President and by the Secretary or theTreasurer, or any Assistant Secretary or Assistant Treasurer, and may have thecorporate seal affixed thereto.

 

                                                5.3                            BankAccounts and Deposits. All funds of the Corporation shall be deposited fromtime to time to the credit of the Corporation with such banks, trust companies,or other depositories as the Board of Directors may select or as may beselected by any Officer or Officers, agent or agents of the Corporation to whomsuch power may be delegated from time to time by the Board of Directors.

 

                                                5.4                            EndorsementsWithout Countersignature. Endorsements for deposit to the credit of theCorporation in any of its duly authorized depositories may be made withoutcountersignature by the President or any Vice-President, or the Treasurer orany Assistant Treasurer, or by any other Officer or agent of the Corporation towhom the Board of Directors, by resolution, shall have delegated the power, orby hand stamped impression in the name of the Corporation.

 

                                                5.5                            Signingof Checks, Drafts, Etc. All checks, drafts, or other orders for payment ofmoney, notes, or other evidences of indebtedness, issued in the name of orpayable to the Corporation shall be signed or endorsed by such person orpersons and in such manner as shall be determined from time to time by theChief Executive Officer and the Treasurer.

 

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ARTICLE VI

 

ISSUANCE AND TRANSFER OF CERTIFICATED AND UNCERTIFICATED SHARES

 

                                                6.1                            Classesand Series of Shares. The Corporation may issue shares with suchpreferences, rights, privileges, and restrictions as stated in the Articles ofIncorporation, as amended.

 

                                                6.2                            Form ofShares.  The shares of theCorporation may be either certificated shares or uncertificated shares or acombination thereof.  A resolutionapproved by a majority of the Board of Directors may provide that some or allof any or all classes and series of the shares of the Corporation will beuncertificated shares.  If theCorporation changes to uncertificated shares after certificates have beenissued, a certificated ownership interest subject to the change becomes anuncertificated ownership interest only after the certificate is surrendered tothe Corporation.

 

                                                6.3                            Certificatesfor Fully Paid Shares. Neither certificated nor uncertificated shares maybe issued by the Corporation until the full amount of the consideration hasbeen paid. When such consideration has been paid to the Corporation, the sharesshall be deemed to have been issued and the certificate, or similardocumentation in the case of uncertificated shares,  representing such shares shall be issued tothe shareholder.

 

                                                6.4                            FractionalShares. The Corporation may, but shall not be obligated to, issue acertificate, or similar documentation in the case of uncertificated shares, fora fractional share, and the Board of Directors may, in lieu thereof, arrangefor the disposition thereof by those entitled thereto, by paying the fair valuein cash or issuing scrip in registered or bearer form which shall entitle theholder to receive a certificate, or similar documentation in the case ofuncertificated shares, for a full share only upon the surrender of such scripaggregating a full share.****A certificate,or similar documentation in the case of uncertificated shares, for a fractionalshare shall, but scrip shall not, unless otherwise provided herein, entitle theholder to exercise voting rights, to receive dividends, or to participate inany of the assets of the Corporation in the event of liquidation. Such scrip,if issued, shall become void if not exchanged for certificates, or similardocumentation in the case of uncertificated shares, representing full shareswithin one year after its issue, or such scrip may be subject to the conditionthat the shares for which it is exchangeable may be sold by the Corporation andthe proceeds thereof distributed to the holders of such scrip, and the same maybe subject to any other conditions which the Board of Directors may deemadvisable.

 

                                                6.5                            Considerationfor Shares. The consideration paid for the issuance of shares may consistof money paid, labor done, property actually received, promissory notes or thepromise of future services.

 

                                                6.6                            Contentsof Share Certificates. Certificates for shares, or similar documentation inthe case of uncertificated shares, shall be of such form and style, printed orotherwise, as the

 

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Board of Directors may designate, and eachcertificate, or similar documentation in the case of uncertificatedshares,   shall state all of thefollowing facts:

 

                                                (a) Thatthe Corporation is organized under the laws of the State of Texas;

 

                                                (b) Thename of the person to whom issued;

 

                                                (c) Thenumber and class of shares and the designation of the series, if any, whichsuch certificate represents; and

 

                                                (d) Thepar value of each share represented by such certificate or similardocumentation in the case of uncertificated shares, or a statement that theshares are without par value.

 

                                                6.7                            Restrictionon Transfer. Any restrictions imposed by the Corporation on the sale orother disposition of its shares and on the transfer thereof must be copied atlength or in summary form on the face of each certificate representing sharesto which the restriction applies or similar documentation in the case ofuncertificated shares. The certificate may, however, state on the face or backthat such a restriction exists pursuant to a specified document and that theCorporation will furnish a copy of the document to the holder of thecertificate without charge upon written request to the Corporation at itsprincipal place of business.

 

                                                6.8                            PreemptiveRights. In the case of certificated shares, any preemptive rights of ashareholder to acquire unissued or treasury shares of the Corporation which arelimited or denied by the Articles of Incorporation, as amended, must be setforth at length on the face or back of the certificate representing shares subjectthereto. In lieu of providing such a statement in full on the certificate, astatement on the face or back of the certificate may provide that theCorporation will furnish such information to any shareholder without chargeupon written request to the Corporation at its principal place of business andthat a copy of such information is on file in the office of the Secretary ofState.

 

                                                6.9                            SigningCertificates — Facsimile Signatures. All certificated shares shall besigned by the President or a Vice-President and the Secretary or an AssistantSecretary. The signatures of the President or Vice-President, Secretary orAssistant Secretary may be facsimiles if the certificate is countersigned by atransfer agent or registered by a registrar either of which is not theCorporation itself or an employee of the Corporation. If the Officer who hassigned or whose facsimile signature has been placed on the certificate hasceased to be such Officer before the certificate is issued, the certificate maybe issued by the Corporation with the same effect as if he were such Officer atthe date of its issuance.

 

                                                6.10                    Transfer ofLost or Destroyed Shares. In the case of certificated shares, where a sharecertificate has been lost, apparently destroyed, or wrongfully taken and theowner fails to notify the Corporation of that fact within a reasonable timeafter he has notice of it, and the Corporation registers a transfer of theshare represented by the certificate before receiving such a notification, theowner is precluded from asserting against the Corporation any claim forregistering the transfer or any claim to a new certificate.

 

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                                                6.11                    Replacementof Lost or Destroyed Certificates. In the case of certificated shares,where the holder of a share certificate claims that the certificate has beenlost, destroyed, or wrongfully taken, the Corporation shall issue a newcertificate in place of the original certificate if the owner so requests(before the Corporation has notice that the share has been acquired by a bonafide purchaser) and files with the Corporation a sufficient indemnity bond andsatisfies any other reasonable requirements imposed by the Board of Directors.

 

                                                6.12                    TransferAfter Replacement. If, after the issue of a new security as a replacementfor a lost, destroyed, or wrongfully taken certificated security, a bona fidepurchaser of the original certificate presents it for registration or transfer,the Corporation must register the transfer unless registration would result inoverissue. In addition to any rights on the indemnity bond, the Corporation mayrecover the new security from the person to whom it was issued or any persontaken under him except a bona fide purchaser.

 

                                                6.13                    Transfersof Shares. Certificated shares of the Corporation will only be transferredon its books upon the surrender to the Corporation of the share certificatesduly endorsed or accompanied by proper evidence of succession, assignment, orauthority to transfer.  The surrenderedcertificates shall be canceled, new certificates issued to the person entitledto them, and the transaction recorded on the books of the Corporation.  Uncertificated shares will only betransferred on the books of the Corporation upon the written instruction fromthe registered or beneficial owner of such uncertificated shares or from a dulyauthorized attorney, or from an individual presenting proper evidence ofsuccession, assignment, or authority to transfer the stock.

 

                                                6.14                    TransferAgents and Registrars. The Board of Directors may appoint one or moretransfer agents or transfer clerks, and one or more registrars which shallpreferably be an incorporated bank or trust company, either domestic orforeign, who shall be appointed at such times and places as the requirements ofthe Corporation may necessitate and the Board of Directors may designate.

 

                                                6.15                    DeemedOwnership. A person in whose name shares of stock stand on the books of theCorporation shall be deemed the owner thereof as regards the Corporation.

 

                                                6.16                    ReasonableDoubts as to Right to Transfer. When a transfer of shares is requested andthere is reasonable doubt as to the right of the person seeking the transfer,the Corporation or its transfer agent, before recording the transfer of theshares on its books or issuing any certificate therefor, or similardocumentation in the case of uncertificated shares, may require from the personseeking the transfer reasonable proof of his right to the transfer. If thereremains a reasonable doubt for the right to the transfer, the Corporation mayrefuse a transfer unless the person gives adequate security or a bond orindemnity executed by a corporate surety or by two individual suretiessatisfactory to the Corporation as to form, amount, and reasonability ofsureties. The bond shall be conditioned to protect the Corporation, itsOfficers, transfer agents, and registrars, or any of them, against any loss,damage, expenses, or other liability to the owner of the issuance of newshares.

 

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ARTICLE VII

 

CORPORATE RECORDS, REPORTS, AND SEAL

 

                                                7.1                            Minutesof Corporate Meetings. The Corporation shall keep at the registered office,or such other place as the Board of Directors may order, a book of minutes ofall meetings of its Directors and of its shareholders or members with the timeand place of holding, whether regular or special, and, if special, howauthorized, the notice thereof given the names of those present at Directors’meetings, the number of shares or members present or represented atshareholders’ or members’ meetings, and the proceedings thereof.

 

                                                7.2                            Booksof Account. The Corporation shall keep and maintain adequate and correctaccounts of its properties and business transactions, including accounts of itsassets, liabilities, receipts, disbursements, gains, losses, capital, surplus,and shares. Any surplus, including earned surplus, paid-in surplus, and surplusarising from a reduction of stated capital, shall be classified according tosource and shown in a separate account.

 

                                                7.3                            ShareRegister. The Corporation shall keep at the registered office, or at theoffice of the transfer agent, a share register, showing the names of theshareholders and their addresses, and the number and classes of shares held ateach and the number and date of certificates issued for shares, and the numberand date or cancellation of every certificate surrendered for cancellation, andall relevant information for holders of uncertificated shares. The abovespecified information may be kept by the Corporation on information storagedevices related to electronic data processing equipment provided that suchequipment is capable of reproducing the information in clearly legible form forthe purposes of inspection as provided in Sections 7.4 and 7.5 of these Bylaws.

 

                                                7.4                            Inspectionof Records by Shareholders. Any person who shall have been a shareholder ofrecord for at least six (6) months immediately preceding his demand, orwho is the holder of record of at least Five Percent (5%) of all of theoutstanding shares of the Corporation, on written demand stating the purposethereof, has the right to examine, in person, or by agent, accountant, orattorney, at any reasonable time or times, for any proper purpose, its booksand records of account, minutes, and record of shareholders, and is entitled tomake extracts therefrom (after payment of costs).

 

                                                7.5                            Inspectionof Records by Directors. Every Director shall have the absolute right atany reasonable time to inspect all books, records, documents of every kind, andthe physical properties of the Corporation, and also of its subsidiarycorporations, domestic or foreign. Such inspection by a Director may be made inperson or by agent or attorney, and the right of inspection includes the rightto make extracts.

 

                                                7.6                            AnnualReport to Shareholders. The Board of Directors shall cause an annual reportto be sent to the shareholders not later than one hundred twenty (120) daysafter the close of the fiscal or calendar year.

 

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                                                7.7                            Contentsof Annual Reports. The annual report shall include the following financialstatements:

 

                                                (a) Balancesheets for the previous two fiscal years;

 

                                                (b) Statementsof Operations for the previous three fiscal years;

 

                                                (c) Statementsof Changes in Stockholders’ Equity for the previous three fiscal years; and

 

                                                (d) Statementsof Cash Flows for the previous three fiscal years.

 

                                                7.8                            Preparationof Financial Statements. The financial statements shall be prepared fromthe books and shall be in accordance with accounting principles generallyaccepted in the United States of America.

 

                                                7.9                            FiscalYear. The fiscal year of the Corporation shall be determined by the Boardof Directors.

 

                                                7.10                    CorporateSeal. The Board of Directors may adopt, use, and thereafter alter thecorporate seal, and the seal may be used by causing it or a facsimile of it tobe impressed, affixed, or reproduced or otherwise.

 

ARTICLE VIII

 

AMENDMENT OF BYLAWS

 

                                                8.1                            Adoption,Amendment, Repeal of Bylaws by Directors. These Bylaws may be altered,amended, or repealed, and new Bylaws may be adopted by the affirmative vote ofa majority of either the Board of Directors or the shareholders, present at anymeeting at which a quorum of each respective body is present, provided thatnotice of the proposed alteration, amendment, repeal, or adoption shall becontained in the notice of the meeting. This power to alter, amend, or repealthe Bylaws, and to adopt new Bylaws, may be modified or divested by action ofshareholders representing a majority of the voting common stock of theCorporation taken at any regular or special meeting of the shareholders.Notwithstanding any other provision contained in these Bylaws to the contrary, Section 2.1,2.2, 2.3, 2.4, 2.7, 2.8 and 2.19 of Article II, Section 3.3 and 3.8of Article III, and this Article VIII of these Bylaws may be amended,supplemented, or repealed only by the affirmative vote of 66 2/3% or more ofall of the shares of the Corporation entitled to vote generally in the electionof Directors, voting together as a single class.

 

ARTICLE IX

 

MISCELLANEOUS

 

                                                9.1                            Waiversof Notice. Whenever any notice is required to be given to any shareholderor Director under the provisions of the law or the Articles of Incorporation,as

 

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amended, or these Bylaws, a waiver thereof in writing, or waiver by electronic transmission,signed by such person or persons entitled to said notice, whether before orafter the time stated therein, shall be deemed equivalent to the giving of suchnotice. Attendance of a Director or a shareholder, whether in person or byproxy, at any meeting shall constitute a waiver of notice of such meeting,except where such Director or shareholder attends a meeting for the expresspurpose of objecting to the transaction of any business on the ground that themeeting is not lawfully called or convened.

 

                                                9.2                            Rules ofOrder. The rules contained in the current edition of Robert’s Rules ofOrder Newly Revised shall govern the Corporation in all cases to which they areapplicable and in which they are not inconsistent with these Bylaws and anyspecial rules of order the Corporation may adopt.

 

                                                9.3                            InvalidProvisions.  Ifany part of these Bylaws is held invalid or inoperative for any reason, theremaining parts, as far as possible and reasonable, will be valid andoperative.

 

                                                9.4                            Relationto Articles of Incorporation, as Amended.  These Bylaws are subject toand governed by the Articles of Incorporation, as amended.

 

                                                9.5                            Section Headings. The headings contained in these Bylaws are for reference purposes onlyand will not affect in any way the meaning or interpretation of these Bylaws.

 

                                                9.6                            Genderand Number.  When the context requires, the gender of allwords used in these Bylaws includes  themasculine, feminine, and neuter, and the number of all words includes thesingular and the plural.

 

                                                Theabove and foregoing Bylaws and all amendments and supplements to them aresuperseded by these Second Amended and Restated Bylaws which accuratelyincorporate all amendments set forth as of the 25th day of March,2008.

 
|                  |   | Retractable  Technologies, Inc. |               |
|-----------------------|--------|--------------------------------------|--------------------|
|                  |   |                                 |               |
|                  |   | By:                                  | /s/ Thomas J. Shaw |   |
|                  |   |                                 | Thomas J. Shaw     |   |
|                  |   |                                 | President          |   |
|                  |   |                                 |               |
| ATTEST:               |   |                                 |               |
|                  |   |                                 |               |
| /s/ Michele M. Larios |   |                                 |               |
| Michele M. Larios     |   |                                 |               |
| Secretary             |   |                                 |               |

 

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