**Exhibit3(ii)**

# ** **

# **THIRDAMENDED AND RESTATED**

# **BYLAWS**

# **OF**

# **RETRACTABLETECHNOLOGIES, INC.**

# ** **

 

ARTICLE I

 

OFFICES

 

1.1                                 **Registered Office**. The registered office of the Corporationshall be 2100 Ross Avenue, Suite 2600, Dallas, Texas 75201 or such otheraddress as shall be designated by the Board of Directors. The Corporation maychange its Registered Office, registered agent, or both by filing a statementof change with the Secretary of State of the State of Texas.

 

1.2                                 **Registered Agent.** The name of the registered agent of theCorporation at such address is Ralph S. Janvey or such other person as shall bedesignated by the Board of Directors of the Corporation.

 

1.3                                 **Other Offices**. The Corporation may also have offices atsuch other places, within or outside the State of Texas, where the Corporationis qualified to do business, as the Board of Directors may from time to timedesignate, or business of the Corporation may require.

 

ARTICLE II

 

SHAREHOLDERS’ MEETING

 

2.1                                 **Place of Meetings**. Meetings of shareholders entitled to voteshall be held at any place within or without the State of Texas designated bythe Board of Directors pursuant to authority hereinafter granted to the Board,or by written consent of all persons entitled to vote thereat. The Board ofDirectors may determine that any meeting may be held solely by remotecommunication in accordance with Texas law. Any meeting is valid wherever heldif held by the written consent of all the persons entitled to vote thereat,given either before or after the meeting and filed with the Secretary of thecorporation.

 

2.2                                 **Date and****Time of Annual Meeting**.The annual meeting of the shareholders entitled to vote shall be held on suchdate and at such time as shall be designated from time to time by the Board ofDirectors. At such meeting Directors shall be elected and any other businessmay be transacted which is within the powers of the shareholders.

 

2.3                                 **Notice of Meetings**. Notice of all meetings of shareholdersshall be given in writing to shareholders entitled to vote by the President, orSecretary, or by the Officer or person calling the meeting, or, in case of hisneglect or refusal, or if there is no person charged with the duty of givingnotice, by any Director or shareholder. The notice shall be given to eachshareholder, either personally or by prepaid mail. If mailed, such notice shallbe deemed to be delivered when deposited in the United States mail addressed tothe shareholder at his address as it appears on the stock transfer books of theCorporation, with postage thereon paid. With the consent of a shareholder,notice from the Corporation may be given to that shareholder by electronictransmission.  The shareholder mayspecify the form of electronic transmission to be used to communicatenotice.  The shareholder may revoke thisconsent by written notice to the Corporation. The consent is deemed to be revoked if the Corporation is unable todeliver by electronic transmission two consecutive notices and the personresponsible for delivering notice on behalf of the Corporation knows thatdelivery of these two electronic transmissions was unsuccessful, provided,however, that the inadvertent failure to treat the unsuccessful transmissionsas a revocation of consent does not invalidate a meeting or other action.  Notice by electronic transmission is deemedgiven when the notice is (A) transmitted to a facsimile number provided bythe shareholder for the purpose of receiving notice; (B) transmitted to anelectronic mail address provided by the shareholder for the purpose of receivingnotice; (C) posted on an electronic network, and a message is sent to theshareholder for the purpose of alerting the shareholder of a posting; or (D) communicatedto the shareholder by any other form of electronic transmission consented to bythe shareholder.

 

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2.4                                 **Time of Notice.** Notice of any meeting of shareholders shallbe sent to each shareholder entitled to vote not less than ten (10) daysnor more than fifty (50) days before the meeting, except in the case of ameeting for the purpose of approving a merger or consolidation agreement, inwhich case the notice must be given not less than twenty (20) days prior to thedate of the meeting.

 

2.5                                 **Contents of Notice.** Notice of any meeting of shareholders shallspecify the place, date, and hour of the meeting. The Notice may state themeans of any remote communications by which shareholders may be consideredpresent and may vote at the meeting.  Thenotice shall also specify the purpose of the meeting if it is a specialmeeting, or if its purpose, or one of its purposes, will be to consider aproposed amendment of the Articles of Incorporation, to consider a proposedmerger or consolidation, to consider a proposed reduction of stated capitalwithout amendment, to consider a voluntary dissolution or the revocation of avoluntary dissolution by the act of the Corporation, or to consider a proposeddisposition of all, or substantially all, of the assets of the Corporationoutside of the ordinary course of business.

 

2.6                                 **Notice of Adjourned Meeting.** When a shareholders’ meeting is adjournedfor thirty (30) days or more, notice of the adjourned meeting shall be given asin the case of an original meeting. When a meeting is adjourned for less thanthirty (30) days, it is not necessary to give any notice of the time and placeof the adjourned meeting or of the business to be transacted thereat, otherthan by announcement at the meeting at which the adjournment is taken.

 

2.7                                 **Call of Special Meetings.** Upon request in writing to the President, aVice-President, or the  Secretary, sentby registered mail or delivered to the Officer in person, by any personsentitled to call a meeting of shareholders, they forthwith shall cause noticeto be given to the shareholders entitled to vote, that a meeting will be heldat a time fixed by the Officer, not less than ten (10) days after thereceipt of the request. The request will state the purposes of the proposedmeeting.  Business transacted at allspecial meetings will be confined to the purposes stated in the notice of themeeting unless all shareholders entitled to vote are present and consentotherwise.  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 Third Amended and RestatedBylaws (“Bylaws”). Nothing contained in this section shall be construed aslimiting, fixing, or affecting the time or date when a meeting of shareholderscalled by action of the Board of Directors may be held.

 

2.8                                 **Persons Entitled to Call SpecialMeetings.** Special meetingsof the shareholders, for any purpose whatsoever, may be called at any time byany of the following: (1) the President; (2) the Board of Directors; or(3) the President at the request of the holders of not less than FiftyPercent (50%) of all outstanding shares of the Corporation entitled to vote atsuch meetings.

 

2.9                                 **Quorum of Shareholders**. The presence in person or by proxy of thepersons entitled to vote Fifty Percent (50%) of the voting shares at anymeeting constitutes a quorum for the transaction of business except asotherwise provided by statute or these Bylaws.

 

2.10                           **Loss of Quorum.** In the absence of a quorum, any meeting ofshareholders may be adjourned from time to time by the vote of a majority ofthe shares entitled to vote, the holders of which are either present in personor represented by proxy thereat, but no other business may be transacted.Notwithstanding the above, shareholders present at a duly organized meetingwith a quorum present may continue to do business until adjournment,notwithstanding the withdrawal of enough shareholders to leave less than aquorum.

 

2.11                           **Record Date for Determination ofShareholders.** The Board ofDirectors may fix in advance a date as the record date for any suchdetermination of shareholders, such date in any case to be no more than fifty(50) days and, in case of meeting of shareholders, not less than ten (10) daysprior to the date on which the particular action requiring such determinationof shareholders is to be taken.

 

2.12                           **Date of Notice or Resolution forDetermination of Shareholders.**If no record date is fixed for the determination of shareholders entitled tonotice of or to vote at a meeting of shareholders, the date on which notice ofthe meeting is mailed or the date on which the resolution of the Board ofDirectors 

 

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declaring such dividend is adopted,as the case may be, is the record date for such determination of shareholders.

 

2.13                           **Adjourned Meetings.** When any determination of shareholdersentitled to vote at any meeting of shareholders has been made as provided inthis Article, such determination shall apply to any adjournment thereof.

 

2.14                           **Inspectors of Election.** The Chairman of each meeting of shareholdersshall appoint one or more persons to act as inspector(s) of election. Theinspector(s) of election shall report to the meeting the number of sharesof each class and series of stock, and of all classes, represented either inperson or by proxy that are entitled to vote. The inspector(s) of electionshall oversee the vote of the shareholders for the election of Directors andfor any other matters that are put to a vote of shareholders entitled to voteat the meeting; judge the qualifications of shareholders voting; collect,count, and report the results of ballots cast by any shareholders voting inperson; and perform such other duties as may be required by the Chairman of themeeting or the shareholders.

 

2.15                           **Notice of Shareholder Business.** At an annual meeting of shareholders, onlysuch business 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.

 

To be timely, a shareholder’snotice must be delivered to or mailed and received at the principal executiveoffices of the Corporation, not less than forty-five (45) days before the datethe Corporation mailed its proxy materials for the prior year’s annual meeting(such date to be identified in the prior year’s proxy statement). A shareholder’snotice to the Secretary shall set forth as to each matter the shareholderproposes to bring before the annual meeting the following information: (a) abrief description of the business desired to be brought before the annualmeeting and the reasons for conducting such business at the annual meeting; (b) thename and address of the shareholder proposing such business; (c) thenumber of shares of the Corporation which are beneficially owned by theshareholder; and (d) any material interest of the shareholder in suchbusiness. Notwithstanding anything in these Bylaws to the contrary, no businessshall be conducted at an annual meeting except in accordance with theseprocedures. The Chairman of an annual meeting shall, if the facts warrant,determine and declare to the meeting that business was not properly broughtbefore the meeting and in accordance with these provisions, and if he should sodetermine, he shall so declare to the meeting and any such business notproperly brought before the meeting shall not be transacted.

 

2.16                           **Voting List.** At least eleven (11) days before eachmeeting of shareholders, a complete list of the shareholders entitled to voteat such meeting or any adjournment thereof, arranged in alphabetical order,with the address of and the type and number of shares held by each, shall bekept on file at the registered office of the Corporation and shall be subjectto inspection of any shareholder during the whole time of the meeting. Theshare logs provided by the Corporation’s transfer agent shall be prima facieevidence as to who are the shareholders entitled to examine such list. However,failure to prepare and to make available such list in the manner provided aboveshall not affect the validity of any action taken at the meeting.Alternatively, the list of shareholders may be kept on a reasonably accessibleelectronic network, if the information required to gain access to the list isprovided with the notice of the meeting. The Corporation is not required to include any electronic contactinformation of any shareholder on the list. If the Corporation elects to make the list available on an electronicnetwork, the Corporation will take reasonable steps to ensure that theinformation is available only to shareholders of the Corporation.  The list will be produced and kept open atthe place and for the duration of the meeting and will be subject to inspectionby any shareholder present.  If themeeting is held by remote communication, the list must be open to theexamination of any shareholder for the duration of the meeting on a reasonableaccessible electronic network, and the information required to access the listmust be provided to shareholders with the notice of the meeting.

 

2.17                           **Votes Per Share.** Each outstanding share, regardless of class,shall be entitled to one vote on each matter submitted to a vote at a meetingof the shareholders, except to the extent that the voting rights of shares ofany class or classes are limited by the Articles of Incorporation, as amended.

 

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2.18                           **Cumulative Voting.** Directors shall be elected by a pluralityvote. Cumulative voting shall not be permitted.

 

2.19                           **Voting by Voice and Ballot.** Elections for Directors need not be byballot unless a shareholder entitled to vote demands election by ballot at theelection and before the voting begins.

 

2.20                           **Proxies.** A shareholder may vote either in person orby proxy executed in writing by a shareholder entitled to vote or by hisauthorized attorney in fact. No proxy shall be valid after eleven (11) monthsfrom the date of its execution unless otherwise provided in the proxy. Eachproxy shall be revocable unless expressly provided therein to be irrevocable,and in no event shall it remain irrevocable for a period of more than eleven(11) months. A telegram telex, cablegram, or similar transmission by the shareholderor a photographic, photostatic, facsimile, or other similar reproduction of awriting executed by the shareholder will be treated as an execution inwriting.  Any electronic transmissionmust contain or be accompanied by information from which it can be determinedthat the transmission was authorized by the shareholder.

 

2.21                           **Waiver of Notice.** Any notice required by law or these Bylawsmay be waived by the execution by the person entitled to the notice of awritten waiver of such notice, which may be signed before or after the timestated in the notice.

 

2.22                           **Action Without Meeting.** Any action that may be taken at a meeting ofthe shareholders, may be taken without a meeting if authorized by a writingdated and signed by the shareholder or shareholders having not less than theminimum number of votes that would be necessary to take such action at ameeting at which the holders of all shares entitled to vote on the action werepresent and voted. The writing authorizing the action without a meeting must befiled with the President of the Corporation. An electronic transmission (if the Corporation can determine that thetransmission was transmitted by the shareholder on the date it was transmitted)by a shareholder or reproduction of a writing signed by a shareholder isregarded as signed 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 inwriting to the action, but advance notice is not required.

 

2.23                           **Conduct of Meetings.** At every meeting of the shareholders, thePresident, or in his absence, the Vice-President designated by the President,or in the absence of any such designation, a Chairman (who shall be one of theVice-Presidents, if any is present) chosen by majority in interest of theshareholders of the Corporation present in person or by proxy and entitled tovote, shall act as Chairman. The Secretary of the Corporation, or in hisabsence, an Assistant Secretary, shall act as Secretary of all meetings of theshareholders. In the absence at such meeting of the Secretary or AssistantSecretary, the Chairman may appoint another person to act as Secretary of themeeting.

 

2.24                           **Telephone or Remote CommunicationMeetings.**  Shareholders may participate in and hold ameeting by means of a conference telephone or other similar means of remotecommunication equipment so that all participants in the meeting can communicatewith each other.  Participation in such ameeting will constitute presence at the meeting, except when a personparticipates in the meeting for the express purpose of objecting to thetransaction of any business on the ground that the meeting is not lawfullycalled or convened.  If voting takesplace at such a meeting, the Corporation must (A) implement reasonablemeasures to verify that each person considered present and permitted to vote atthe meeting is a shareholder and (B) maintain a record of any vote or otheraction taken at the meeting.

 

 

ARTICLE III

 

DIRECTORS

 

3.1                                 **Directors Defined.** “Directors” when used in relation to anypower or duty requiring collective action, means “Board of Directors.”

 

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3.2                                 **Powers.** The business and affairs of the Corporationand all corporate powers shall be exercised by or under authority of the Boardof Directors, subject to limitation imposed by law the Articles ofIncorporation, as amended, or these Bylaws as to action which requiresauthorization or approval by the shareholders.

 

3.3                                 **Number and 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 as amended  or by these Bylaws. Subject to the rights ofthe 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, as amended. No decrease in the number of Directors constitutingthe Board of Directors shall shorten the term of any incumbent Director;provided, however, that the term of existing Directors may be shortened tocomply with Texas law. The Directors shall be divided into two classes, asnearly equal in number as possible, with the term of office of the first classto expire 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 to hold office until their successorshave been elected and qualified. At each annual meeting of shareholdersfollowing such initial classification and election, Directors, elected tosucceed those Directors whose terms expire, shall be elected for a term ofoffice for the class whose term of office expires at all such future annualmeetings.

 

3.4                                 **Vacancies.** Vacancies in the Board of Directors shallexist in the case of the happening of any of the following events: (a) thedeath, resignation, or removal of any Directors; (b) the authorized numberof Directors is increased; (c) at any annual, regular, or special meetingof shareholders at which any Director is elected, the shareholders entitled tovote fail to elect the full authorized number of Directors to be voted for atthat meeting; or (d) the terms of Directors elected pursuant to dividenddefault voting rights end prior to a meeting of the shareholders.

 

3.5                                 **Declaration of Vacancy.** The Board of Directors may declare vacantthe office of a Director in either of the following cases: (a) if he isadjudged incompetent by an order of court, or finally convicted of a felony; or(b) if within sixty (60) days after notice of his election, he does notaccept the office either in writing or by attending a meeting of the Board ofDirectors.

 

3.6                                 **Filling Vacancies by Directors.** Vacancies of generally elected Directors maybe filled by an affirmative vote of a majority of the remaining generallyelected Directors, though less than a quorum, or by a sole remaining generallyelected Director. 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                                 **Filling Vacancies by Shareholders– Reduction of Authorized Number of Directors.** In the event a vacancy in the number ofgenerally elected Directors or in the number of Directors elected pursuant todefault dividend voting rights of preferred shareholders exists and is notfilled by the appropriate remaining Directors, the vacancy may be filled by avote of either the common stockholders or the holders of preferred shares withthe right to elect the Director whose vacancy is being filled, as appropriate.If the Board of Directors accepts the resignation of a Director tendered totake effect at a future time, the appropriate remaining Directors failing tofill the vacancy within ten (10) days of the effective date of theresignation, the shareholders may elect a successor to take office unless theBoard fills the vacancy prior to the shareholders’ vote. A reduction of theauthorized number of Directors does not remove any Director prior to theexpiration of his term of office.

 

3.8                                 **Removal of Directors.** Any Director, or the entire Board ofDirectors, may be removed from office at any time only for cause and only bythe affirmative vote of the holders of 66 2/3% or more of 

 

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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                                 **Place of Meetings.** Regular meetings of the Board of Directorsshall be held at any place within or without the State of Texas which has beendesignated from time to time by resolution of the Board or by written consentof all members of the Board. In the absence of such designation, regularmeetings shall be held at the registered office of the Corporation. Specialmeetings of the Board may be held either at a place so designated or at theregistered office. Any regular or special meeting is valid, wherever held, ifheld on written consent of all members of the Board given either before orafter the meeting and filed with the Secretary of the Corporation.

 

3.10                           **Regular and Special Meetings.** Regular meetings of the Board of Directorsshall be held at such time and place as shall from time to time be determinedby the Board. Special meetings of the Board of Directors shall be called by thePresident or if he is absent or is unable or refuses to act, by aVice-President or by any two Directors.

 

3.11                           **Notice of Meeting.** Written notice of the time and place of theregular or special meetings of the Board of Directors shall be delivered personallyto each Director, or sent to each Director by mail or by other form of writtencommunication at least two (2) days before the meeting. If the address ofa Director is not shown on the records and is not readily ascertainable, noticeshall be addressed to him at the city of place in which the meetings of theDirectors are regularly held. Notice of the time and place of holding anadjourned meeting of a meeting need not be given to absent Directors if thetime and place are fixed at the meeting adjourned.

 

3.12                           **Call of Regular Meeting.** All regular meetings of the Board ofDirectors of this Corporation shall be called by the President, or, if he isabsent or is unable or refuses to act, by any Vice-President or by any twoDirectors.

 

3.13                           **Validation of Meeting DefectivelyCalled or Noticed.** Thetransactions of any meeting of the Board of Directors, however called andnoticed or wherever held, are as valid as though had at a meeting duly heldafter regular call and notice, if a quorum is present, and if, either before orafter the meeting, each of the Directors not present signs a waiver of notice,a consent to holding the meeting, or an approval of the minutes thereof. Allsuch waivers, consents, or approvals shall be filed with the corporate recordsor made a part of the minutes of the meeting. Attendance by a Director at ameeting shall constitute a waiver of notice of the meeting, unless the expresspurpose for such attendance is to present the objection that the meeting is notlawfully called or convened.

 

3.14                           **Quorum.** A majority of the authorized number ofDirectors constitutes a quorum of the Board for the transaction of business.

 

3.15                           **Majority Action.** Every act or decision done or made by amajority of the Directors present at any meeting duly held at which a quorum ispresent is the act of the Board of Directors, unless an action of a greaternumber is required by the Articles of Incorporation, as amended, or theseBylaws. Each Director who is present at a meeting will be deemed to haveassented to any action taken at such meeting unless his dissent to the actionis entered in the minutes of the meeting, or unless he shall file his writtendissent thereto with the Secretary of the meeting or shall forward such dissentby registered mail to the Secretary of the Corporation immediately after suchmeeting.

 

3.16                           **Action by Consent of BoardWithout Meeting.** Any actionrequired or permitted to be taken by the Board of Directors under the law shallindividually or collectively be taken without a meeting, without prior noticeand without a vote if a consent in writing to such action is signed by allmembers of the Board of Directors. Such written consent or consents shall befiled with the minutes of the proceedings of the Board. Such action by writtenconsent shall have the same force and effect as a unanimous vote of suchDirectors. A telegram, telex, cablegram, or other electronic transmission by aDirector consenting to an action to be taken and transmitted by a Director isconsidered written, signed, and dated for the purposes of this Section ifthe transmission 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 

 

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transmitted thetransmission.  Any certificate or otherdocument filed under the law which relates to action so taken shall state thatthe action was taken by unanimous written consent of the Board of Directorswithout a meeting and that these Bylaws authorize the Directors to so act, andsuch statement shall be prima facie evidence of such authority.

 

3.17                           **Adjournment.** In the absence of a quorum, a majority ofthe Directors present may adjourn from time to time until the time fixed forthe next regular meeting of the Board.

 

3.18                           **Conduct of Meetings.** At every meeting of the Board of Directors,the Chairman of the Board of Directors, if there shall be such an Officer, andif not, the President, or in his absence a Vice-President designated by him, orin the absence of such designation, a Chairman chosen by a majority of theDirectors present, shall preside. The Secretary of the Corporation shall act asSecretary of the Board of Directors. In case the Secretary shall be absent fromany meeting, the Chairman may appoint any person to act as Secretary of themeeting.

 

3.19                           **Indemnification of Directors andOfficers.** The Board ofDirectors shall authorize the Corporation to pay or reimburse any present orformer Director or Officer of the Corporation any costs or expenses actuallyand necessarily incurred by him in any action, suit, or proceeding to which heis made a party by reason of his holding such position; provided, however, thathe shall not receive such indemnification if he be finally adjudicated thereinto be liable for gross negligence. The indemnification herein provided shallalso extend to good faith expenditures incurred in anticipation of, orpreparation for, threatened or proposed litigation. The Board of Directors may,in proper cases, extend the indemnification to cover the good faith settlementof any such action, suit, or proceeding, whether formally instituted or not tothe maximum extent permitted by law.

 

3.20                           **Interested Directors.** Any contract or other transaction betweenthe Corporation and any of its Directors (or any corporation or entity in whichany of its Directors is directly or indirectly interested) shall be valid forall purposes notwithstanding the presence of such Director at the meetingauthorizing such contract or transaction, or his participation in such meeting.The foregoing shall, however, apply only if the interest of each such Directoris known or disclosed to the Board of Directors and it shall neverthelessauthorize or ratify such contract or transaction by a majority of the Directorspresent, each such interested Director to be counted in determining whether aquorum is present, but not in calculating the majority necessary to carry suchvote. This section shall not be construed to invalidate any contract ortransaction which would be valid in the absence of this paragraph.

 

3.21                           **Committees.** The Board of Directors, by an affirmativevote of a majority of the members constituting the Board of Directors, mayappoint such committees which shall have and may exercise such powers as shallbe conferred or authorized by resolution of the Board. However, no suchcommittee shall have power or authority to take any action that is specificallyrequired by statute to be taken by the entire Board of Directors.  A majority of any such committee maydetermine its action and fix the time and place of its meetings unless theBoard of Directors shall otherwise provide. The Board of Directors, by suchaffirmative vote, shall have power at any time to change the powers and membersof such committee. In the absence or disqualification of any member of suchcommittee or committees, the member or members thereof present at any meetingand not disqualified from voting, whether or not he or they constitute aquorum, may unanimously appoint another member of the Board of Directors to actat the meeting in the place of any such absent or disqualified member.  Each committee shall keep regular minutes ofits meetings and report the same to the Board of Directors when required.  At meetings of any committee, a majority ofthe members of that committee constitutes a quorum for the transaction ofbusiness, and the act of a majority of the members present at any meeting atwhich a quorum is present will be the act of the committee, except as otherwisespecifically provided by statute, the Articles of Incorporation, as amended, orthese Bylaws.  The designation of anycommittee of the Board of Directors and the delegation thereto of authority willnot operate to relieve the Board of Directors or any member thereof of anyresponsibility imposed on the Board or the member by law.

 

3.22                           **Telephone or Remote CommunicationMeetings.**  Directors may participate in and hold ameeting by means of a conference telephone or other similar means of remotecommunication equipment so that all participants in the meeting can communicatewith each other.  Participation in such ameeting will constitute presence at the meeting, except when a personparticipates in the meeting for the express purpose of objecting to thetransaction of any business on the ground that the meeting is not lawfullycalled 

 

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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 Directorand (B) maintain a record of any vote or other action taken at themeeting.

 

3.23                           **Compensation of Directors.** Directors may receive compensation for their services and reimbursementfor their expenses established by the Board of Directors, by resolution,provided that nothing herein will preclude any Director from serving theCorporation in any other capacity and receiving compensation for that service.

 

3.24                           **Resignations.**  ADirector may resign at any time by giving written or electronic transmission ofa notice to the Chairman of the Board of Directors.  The resignation will take effect as of thedate of the receipt of notice or any later time specified therein, and, unlessotherwise specified, the acceptance of the resignation will not be necessary tomake it effective.

 

ARTICLE IV

 

OFFICERS

 

4.1                                 **Number and Titles.** The Officers of the Corporation shall be aPresident, a Vice-President, a Secretary, and a Treasurer. The Corporation mayalso have, at the discretion of the Board of Directors, a Chairman of theBoard, one or more additional Vice-Presidents, one or more AssistantSecretaries, one or more Assistant Treasurers, and such other Officers as maybe appointed in accordance with the provisions of Section 4.3 of thisArticle. One person may hold two or more offices.

 

4.2                                 **Election.** The Officers of the Corporation, except suchOfficers as may be appointed in accordance with the provisions of Section 4.3or Section 4.5 of this Article, shall be chosen by the Board of Directors,and each shall hold his office until he shall resign or shall be removed orotherwise disqualified to serve, or his successor shall be elected andqualified.

 

4.3                                 **Subordinate Officers.** The Board of Directors may appoint suchother Officers or agents as the business of the Corporation may require, eachof whom shall hold office for such period, have such authority, and performsuch duties as are provided in these Bylaws or as the Board of Directors mayfrom time to time determine. The Board of Directors may delegate to any Officeror committee the power to appoint any such subordinate Officers, committees, oragents, to specify their duties, and to determine their compensation.

 

4.4                                 **Removal and Resignation.** Any Officer may be removed, either with orwithout cause, by a majority of the Directors at any regular or special meetingof the Board, or, except in case of an Officer chosen by the Board ofDirectors, by any committee or Officer upon whom such power of removal may beconferred by the Board of Directors; provided, however, that such removal shallnot be with prejudice to the contract rights, if any, of the person removed.Any Officer may resign at any time by giving written notice to the Board ofDirectors or to the President, or the Secretary of the Corporation. Any suchresignation shall take effect at the date of the receipt of such notice or atany later time specified therein; and, unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective.

 

4.5                                 **Vacancies.** If the office of the President,Vice-President, Secretary, Treasurer, Assistant Secretary (if any), orAssistant Treasurer (if any) becomes vacant by reason of death, resignation,removal, or otherwise, the Board of Directors shall elect a successor who shallhold office for the unexpired term and until his successor is elected.

 

4.6                                 **Chairman of the Board.** The Chairman of the Board, if there shall besuch an Officer, shall, if present, preside at all meetings of the Board ofDirectors and at all meetings of the shareholders and shall have theresponsibility of directing and consulting with the President and supervisingthe President in the discharge of all of his duties hereafter specified in Section 4.7.Further, the Chairman of the Board is hereby authorized to exercise, in theabsence of the President, the same authority and powers as are hereinaftervested in the President, except when otherwise required by law.

 

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4.7           **President.** Subject to the direction of the Board ofDirectors, and subject to the powers vested in the Chairman of the Board bythese Bylaws, if there shall be such an Officer, the President shall be theChief Executive Officer of the Corporation and, as such, shall be responsiblefor the general supervision, direction, and control of the business andOfficers of the Corporation, and shall have the general powers and duties ofmanagement usually vested in the office of the President of a corporation, bythe Board of Directors or the Bylaws. Within this authority and in the courseof his duties he shall:

 

(a)           **Conduct Meetings.** Preside at all meetings of the shareholdersand, in the absence of the Chairman of the Board, at all meetings of the Boardof Directors and shall be ex officio a member of all the standing committees,including the Executive Committee, if any.

 

(b)           **Sign Share Certificates.** Sign all certificates of stock of theCorporation, in conjunction with the Secretary or Assistant Secretary, unlessotherwise ordered by the Board of Directors.

 

(c)           **Execute Instruments.** When authorized by the Board of Directors,execute in the name of the Corporation deeds, conveyances, notices, leases,checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures,contracts, and other papers and instruments in writing.

 

(d)           **Hire and Fire Employees.** Subject to the authorization of the Board ofDirectors, appoint and remove, employ and discharge, and prescribe the dutiesand fix the compensation of all agents, employees, and clerks of theCorporation other than the duly appointed Officers of the Corporation.

 

(e)           **Meetings of the OtherCorporations.** Unlessotherwise directed by the Board of Directors, attend in person or by substituteappointed by him, and act and vote on behalf of the Corporation, at allmeetings of the shareholders of any corporation in which this Corporation holdsstock.

 

4.8           **Vice-President.** In the absence or disability of thePresident, the Vice-Presidents, in order of their rank as fixed by the Board ofDirectors, or, if not ranked, the Vice-President designated by the Board ofDirectors, shall perform all the duties of the President, and when so actingshall have all the powers of and be subject to all the restrictions on thePresident.

 

4.9           **Secretary.** The Secretary shall:

 

(a)           **Sign Share Certificates.** Sign, with the President or aVice-President, certificates for the shares of the Corporation.

 

(b)           **Attest Bylaws.** Attest and keep at the principal office ofthe Corporation the original or a copy of its Bylaws as amended or otherwisealtered to date.

 

(c)           **Minutes of Meetings.** Keep at the principal office of theCorporation, or such other place as the Board of Directors may order, a book ofminutes of all meetings of its Directors and shareholders, Executive Committee,if any, and other committees, with the time and place of holding, whetherregular or special, and if special, how authorized, the notice thereof given, thenames of those present at Directors’ meetings, the number of shares of memberspresent or represented at shareholders’ meetings, and the proceedings thereof.

 

(d)           **Sign or Attest Documents andAffix Seal.** Sign or attestsuch documents as may be required by law or the business of the Corporation,and to keep the corporate seal and affix it to such instruments as may benecessary or proper.

 

(e)           **Notices.** See that all notices are duly given inaccordance with the provisions of these Bylaws or as required by law. In caseof the absence or disability of the Secretary, or his refusal to or neglect toact, notice may be given and served by a Vice-President or by the Board of Directors.

 

(f)            **Custodian of Records and Seal.** Be custodian of the records and of the sealof the Corporation and see that it is engraved, lithographed, printed, stamped,impressed upon, or affixed to all

 

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certificated shares prior totheir issuance and to any documents, the execution of which on behalf of theCorporation under its seal is required and duly authorized in accordance withthe provisions of these Bylaws.

 

(g)           **Share Register.** Monitor the share register kept by theCorporation’s transfer agent showing the names of the shareholders and theiraddresses; the number, date of issue, and class of shares represented by eachoutstanding share certificate; and the number and date of cancellation of eachcertificate surrendered for cancellation, and all relevant information for holdersof uncertificated shares. In the event the Corporation has no transfer agent,the Secretary will maintain the above mentioned records at the principal officeof the Corporation.

 

(h)           **Reports and Statements.** See that the books, reports, statements,certificates, and all other documents and records required by law are properlykept and filed.

 

(i)            **Exhibit Records.** Exhibit at all reasonable times to anyDirector on application, or on written demand stating the purpose thereof ofany person who has been a shareholder of record for at least six (6) monthsimmediately preceding his demand or who is the holder of record of at leastFive Percent (5%) of all of the outstanding shares of the Corporation, uponapplication, the Bylaws, the share register, and minutes of proceedings of theshareholders and Directors of the Corporation.

 

(j)            **Other Duties.** In general, perform all duties incident tothe office of Secretary, and such other duties as from time to time may beassigned to him by the Board of Directors.

 

(k)           **Absence of Secretary.** In the case of the absence or disability ofthe Secretary or his refusal or neglect to act, the Assistant Secretary, or ifthere be none, the Treasurer, acting as Assistant Secretary, may perform all ofthe functions of the Secretary.  TheAssistant Secretary and Treasurer, or any person thereunto authorized by thePresident or a Vice-President or by the Board of Directors, may perform thefunctions of the Secretary.

 

4.10         **Assistant Secretary.** At the request of the Secretary or in hisabsence or disability, the Assistant Secretary, designated as set forth inpreceding Section 4.9(k) of these Bylaws, shall perform all theduties of the Secretary. The Assistant Secretary shall perform such otherduties from time to time assigned to him by the Board of Directors or theSecretary.

 

4.11         **Treasurer.** The Treasurer shall:

 

(a)           **Funds – Custody and Deposit.** Have charge and custody of, and beresponsible for, all funds and securities of the Corporation, and deposit allsuch funds in the name of the Corporation in such banks, trust companies, orother depositories as shall be selected by the Board of Directors.

 

(b)           **Funds – Receipts.** Receive and give receipt for monies due andpayable to the Corporation from any source whatsoever.

 

(c)           **Funds – Disbursements.** Disburse or cause to be disbursed the fundsof the Corporation as may be directed by the Board of Directors, taking propervouchers for such disbursements.

 

(d)           **Maintain Accounts.** Keep and maintain adequate and correctaccounts for the Corporation’s properties and business transactions, includingaccount of its assets, liabilities, receipts, disbursements, gains, losses,capital surplus, and shares. Any surplus, including earned surplus, paid-insurplus, and surplus arising from a reduction of stated capital shall be classifiedaccording to source and shown in a separate account.

 

(e)           **Exhibit Records.** Exhibit at all reasonable times thebooks of account and records to any Director on application, or to any personwho has been a shareholder of record for at least six (6) monthsimmediately preceding his demand or who is the holder of record of at leastFive Percent (5%) of all outstanding shares of the Corporation on writtendemand stating the

 

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purpose thereof, duringbusiness hours at the office of the Corporation where such books and recordsare kept.

 

(f)            **Reports to President andDirectors.** Render to thePresident and Directors, whenever they request it, an account of all histransactions as Treasurer and of the financial condition of the Corporation.

 

(g)           **Financial Report to Shareholders.** Prepare, or cause to be prepared, andcertify the financial statements to be included in the annual report toshareholders and statements of the affairs of the Corporation.

 

(h)           **Bond.** Give to the Corporation a bond, if requiredby the Board of Directors or by the President, in a sum, and with one or moresureties, or a surety company satisfactory to the Board, for the faithfulperformance of the duties of his office and for the restoration to the Corporation,in case of his death, resignation, retirement, or removal from office, of allbooks, papers, vouchers, money, and other property of whatever kind in hispossession or under his control belonging to the Corporation.

 

(i)            **Other Duties.** In general, perform all the duties incidentto the office of Treasurer and such other duties as from time to time may beassigned to him by the Board of Directors.

 

(j)            **Absence of Treasurer.** In case of the absence or disability of theTreasurer or his refusal or neglect to act, the Assistant Treasurer or theSecretary acting as Assistant Treasurer, may perform all of the functions ofthe Treasurer. In the absence or inability to act, or refusal or neglect toact, of the Treasurer, the Assistant Treasurer, and the Secretary, or anyperson thereunto authorized by the President or a Vice-President or by theBoard of Directors, may perform the functions of the Treasurer.

 

4.12                           **Assistant Treasurer.** The Assistant Treasurer, if required to doso by the Board of Directors, shall give bond for the faithful discharge of hisduties, in such sum, and with such sureties as the Board of Directors shallrequire. At the request of the Treasurer, or in his absence or disability, theAssistant Treasurer designated as set forth in the preceding Section 4.11(j) ofthese Bylaws shall perform all of the duties of the Treasurer, and when soacting, he shall have all the powers of, and be subject to all the restrictionson, the Treasurer. He shall perform such other duties as from time to time maybe assigned to him by the Board of Directors or the Treasurer.

 

4.13                           **Salaries.** The salaries of the Officers shall be fixedfrom time to time by the Board of Directors, and no Officer shall be preventedfrom receiving such salary by reason of the fact that he is also a Director ofthe Corporation.

 

ARTICLE V

 

EXECUTION OF INSTRUMENTS ANDDEPOSIT OF FUNDS

 

5.1                                 **Authority for Execution ofInstruments.** The Board ofDirectors, except as otherwise provided in these Bylaws, may authorize anyOfficer or Officers, agent or agents, to enter into any contract or execute anddeliver any instrument in the name of and on behalf of the Corporation, andsuch authority may be general or confined to specific instances; and unless soauthorized, no Officer, agent or employee other than the President shall haveany power or authority to bind the Corporation by any contract or engagement orto pledge its credit or to render it liable pecuniarily for any purpose or inany amount.

 

5.2                                 **Execution of Instruments.** Unless otherwise specifically determined bythe Board of Directors or otherwise required by law, formal contracts of theCorporation, promissory notes, mortgages, and other evidence of indebtedness ofthe Corporation, 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.

 

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5.3                                 **Bank Accounts and Deposits.** All funds of the Corporation shall bedeposited from time to time to the credit of the Corporation with such banks,trust companies, or other depositories as the Board of Directors may select oras may be selected by any Officer or Officers, agent or agents of theCorporation to whom such power may be delegated from time to time by the Boardof Directors.

 

5.4                                 **Endorsements WithoutCountersignature.**Endorsements for deposit to the credit of the Corporation in any of its dulyauthorized depositories may be made without countersignature by the Presidentor any Vice-President, or the Treasurer or any Assistant Treasurer, or by anyother Officer or agent of the Corporation to whom the Board of Directors, byresolution, shall have delegated the power, or by hand stamped impression inthe name of the Corporation.

 

5.5                                 **Signing of Checks, Drafts, Etc.** All checks, drafts, or other orders forpayment of money, notes, or other evidences of indebtedness, issued in the nameof or payable 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.

 

 

ARTICLE VI

 

ISSUANCE AND TRANSFER OFCERTIFICATED AND UNCERTIFICATED SHARES

 

6.1                                 **Classes and Series ofShares.** The Corporation mayissue shares with such preferences, rights, privileges, and restrictions asstated in the Articles of Incorporation, as amended.

 

6.2                                 **Form of Shares.**  Theshares of the Corporation may be either certificated shares or uncertificatedshares or a combination thereof.  Aresolution approved by a majority of the Board of Directors may provide thatsome or all of any or all classes and series of the shares of the Corporationwill be uncertificated shares.  If theCorporation changes to uncertificated shares after certificates have beenissued, a certificated ownership interest subject to the change becomes an uncertificatedownership interest only after the certificate is surrendered to theCorporation.

 

6.3                                 **Certificates for Fully PaidShares.** Neither certificatednor uncertificated shares may be issued by the Corporation until the fullamount of the consideration has been paid. When such consideration has beenpaid to the Corporation, the shares shall be deemed to have been issued and thecertificate, or similar documentation in the case of uncertificatedshares,  representing such shares shallbe issued to the shareholder.

 

6.4                                 **Fractional Shares**. The Corporation may, but shall not beobligated to, issue a certificate, or similar documentation in the case ofuncertificated shares, for a fractional share, and the Board of Directors may,in lieu thereof, arrange for the disposition thereof by those entitled thereto,by paying the fair value in cash or issuing scrip in registered or bearer formwhich shall entitle the holder to receive a certificate, or similardocumentation in the case of uncertificated shares, for a full share only uponthe surrender of such scrip aggregating a full share. A certificate, or similardocumentation in the case of uncertificated shares, for a fractional shareshall, 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                                 **Consideration for Shares.** The consideration paid for the issuance ofshares may consist of money paid, labor done, property actually received,promissory notes or the promise of future services.

 

6.6                                 **Contents of Share Certificates.** Certificates for shares, or similardocumentation in the case of uncertificated shares, shall be of such form andstyle, printed or otherwise, as the Board of Directors may designate, and eachcertificate, or similar documentation in the case of uncertificated shares,shall state all of the following facts:

 

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(a)           That the Corporation is organized under thelaws of the State of Texas;

 

(b)           The name of the person to whom issued;

 

(c)           The number and class of shares and thedesignation of the series, if any, which such certificate represents; and

 

(d)           The par value of each share represented bysuch certificate or similar documentation in the case of uncertificated shares,or a statement that the shares are without par value.

 

6.7                                 **Restriction on Transfer.** Any restrictions imposed by the Corporationon the sale or other disposition of its shares and on the transfer thereof mustbe copied at length or in summary form on the face of each certificaterepresenting shares to which the restriction applies or similar documentationin the case of uncertificated shares. The certificate may, however, state onthe face or back that such a restriction exists pursuant to a specifieddocument and that the Corporation will furnish a copy of the document to theholder of the certificate without charge upon written request to theCorporation at its principal place of business.

 

6.8                                 **Preemptive Rights.** In the case of certificated shares, anypreemptive rights of a shareholder to acquire unissued or treasury shares ofthe Corporation which are limited or denied by the Articles of Incorporation,as amended, must be set forth at length on the face or back of the certificaterepresenting shares subject thereto. In lieu of providing such a statement infull on the certificate, a statement on the face or back of the certificate mayprovide that the Corporation will furnish such information to any shareholderwithout charge upon written request to the Corporation at its principal placeof business and that a copy of such information is on file in the office of theSecretary of State.

 

6.9                                 **Signing Certificates – FacsimileSignatures.** All certificatedshares shall be signed by the President or a Vice-President and the Secretaryor an Assistant Secretary. The signatures of the President or Vice-President,Secretary or Assistant Secretary may be facsimiles if the certificate iscountersigned by a transfer agent or registered by a registrar either of whichis not the Corporation itself or an employee of the Corporation. If the Officerwho has signed or whose facsimile signature has been placed on the certificatehas ceased to be such Officer before the certificate is issued, the certificatemay be issued by the Corporation with the same effect as if he were suchOfficer at the date of its issuance.

 

6.10                           **Transfer of Lost or DestroyedShares.** In the case ofcertificated shares, where a share certificate has been lost, apparentlydestroyed, or wrongfully taken and the owner fails to notify the Corporation ofthat fact within a reasonable time after he has notice of it, and theCorporation registers a transfer of the share represented by the certificatebefore receiving such a notification, the owner is precluded from assertingagainst the Corporation any claim for registering the transfer or any claim toa new certificate.

 

6.11                           **Replacement of Lost or DestroyedCertificates.** In the case ofcertificated shares, where the holder of a share certificate claims that thecertificate has been lost, destroyed, or wrongfully taken, the Corporationshall issue a new certificate in place of the original certificate if the ownerso requests (before the Corporation has notice that the share has been acquiredby a bona fide purchaser) and files with the Corporation a sufficient indemnitybond and satisfies any other reasonable requirements imposed by the Board ofDirectors.

 

6.12                           **Transfer After Replacement.** If, after the issue of a new security as areplacement for a lost, destroyed, or wrongfully taken certificated security, abona fide purchaser of the original certificate presents it for registration ortransfer, the Corporation must register the transfer unless registration wouldresult in overissue. In addition to any rights on the indemnity bond, theCorporation may recover the new security from the person to whom it was issuedor any person taken under him except a bona fide purchaser.

 

6.13                           **Transfers of Shares.** Certificated shares of the Corporation willonly be transferred on its books upon the surrender to the Corporation of theshare certificates duly endorsed or accompanied by proper evidence ofsuccession, assignment, or authority to transfer.  The surrendered certificates shall becanceled, new certificates issued to the person entitled to them, and thetransaction recorded on the books 

 

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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                           **Transfer Agents and Registrars.** The Board of Directors may appoint one ormore transfer 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                           **Deemed Ownership.** A person in whose name shares of stock standon the books of the Corporation shall be deemed the owner thereof as regardsthe Corporation.

 

6.16                           **Reasonable Doubts as to Right toTransfer.** When a transfer ofshares is requested and there is reasonable doubt as to the right of the personseeking the transfer, the Corporation or its transfer agent, before recordingthe transfer of the shares on its books or issuing any certificate therefor, orsimilar documentation in the case of uncertificated shares, may require fromthe person seeking the transfer reasonable proof of his right to the transfer.If there remains a reasonable doubt for the right to the transfer, theCorporation may refuse a transfer unless the person gives adequate security ora bond or indemnity executed by a corporate surety or by two individualsureties satisfactory to the Corporation as to form, amount, and reasonabilityof sureties. 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.

 

ARTICLE VII

 

CORPORATE RECORDS, REPORTS,AND SEAL

 

7.1                                 **Minutes of Corporate Meetings.** The Corporation shall keep at the registeredoffice, or such other place as the Board of Directors may order, a book ofminutes of all meetings of its Directors and of its shareholders or memberswith the time and place of holding, whether regular or special, and, ifspecial, how authorized, the notice thereof given the names of those present atDirectors’ meetings, the number of shares or members present or represented atshareholders’ or members’ meetings, and the proceedings thereof.

 

7.2                                 **Books of Account.** The Corporation shall keep and maintainadequate and correct accounts of its properties and business transactions,including accounts of its assets, liabilities, receipts, disbursements, gains,losses, capital, surplus, and shares. Any surplus, including earned surplus,paid-in surplus, and surplus arising from a reduction of stated capital, shallbe classified according to source and shown in a separate account.

 

7.3                                 **Share Register.** The Corporation shall keep at the registeredoffice, or at the office of the transfer agent, a share register, showing thenames of the shareholders and their addresses, and the number and classes ofshares held at each and the number and date of certificates issued for shares,and the number and date or cancellation of every certificate surrendered forcancellation, and all relevant information for holders of uncertificatedshares. The above specified information may be kept by the Corporation oninformation storage devices related to electronic data processing equipmentprovided that such equipment is capable of reproducing the information inclearly legible form for the purposes of inspection as provided in Sections 7.4and 7.5 of these Bylaws.

 

7.4                                 **Inspection of Records byShareholders.** Any person whoshall have been a shareholder of record for at least six (6) monthsimmediately preceding his demand, or who is the holder of record of at leastFive Percent (5%) of all of the outstanding shares of the Corporation, onwritten demand stating the purpose thereof, has the right to examine, inperson, or by agent, accountant, or attorney, at any reasonable time or times,for any proper purpose, its books and records of account, minutes, and recordof shareholders, and is entitled to make extracts therefrom (after payment ofcosts).

 

7.5                                 **Inspection of Records byDirectors.** Every Directorshall have the absolute right at any reasonable time to inspect all books,records, documents of every kind, and the physical properties of the 

 

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Corporation, and also of itssubsidiary corporations, domestic or foreign. Such inspection by a Director maybe made in person or by agent or attorney, and the right of inspection includesthe right to make extracts.

 

7.6           **Annual Report to Shareholders.** The Board of Directors shall cause an annualreport to be sent to the shareholders not later than one hundred twenty (120)days after the close of the fiscal or calendar year.

 

7.7           **Contents of Annual Reports.** The annual report shall include thefollowing financial statements:

 

(a)           Balance sheets for the previous two fiscalyears;

 

(b)           Statements of Operations for the previousthree fiscal years;

 

(c)           Statements of Changes in Stockholders’ Equityfor the previous three fiscal years; and

 

(d)           Statements of Cash Flows for the previousthree fiscal years.

 

7.8           **Preparation of FinancialStatements.** The financialstatements shall be prepared from the books and shall be in accordance withaccounting principles generally accepted in the United States of America.

 

7.9           **Fiscal Year.** The fiscal year of the Corporation shall bedetermined by the Board of Directors.

 

7.10         **Corporate Seal.** The Board of Directors may adopt, use, andthereafter alter the corporate seal, and the seal may be used by causing it ora facsimile of it to be impressed, affixed, or reproduced or otherwise.

 

 

ARTICLE VIII

 

AMENDMENT OF BYLAWS

 

8.1           **Adoption, Amendment, or Repeal ofBylaws by Directors.** TheseBylaws may be altered, amended, or repealed, and new Bylaws may be adopted bythe affirmative vote of a majority of either the Board of Directors or theshareholders, present at any meeting at which a quorum of each respective bodyis present, provided that notice of the proposed alteration, amendment, repeal,or adoption shall be contained in the notice of the meeting. This power toalter, amend, or repeal the Bylaws, and to adopt new Bylaws, may be modified ordivested by action of shareholders representing a majority of the voting commonstock of the Corporation taken at any regular or special meeting of theshareholders. 

 

 

ARTICLE IX

 

MISCELLANEOUS

 

9.1           **Waivers of Notice.** Whenever any notice is required to be givento any shareholder or Director under the provisions of the law or the Articlesof Incorporation, as amended, or these Bylaws, a waiver thereof in writing, orwaiver by electronic transmission, signed by such person or persons entitled tosaid notice, whether before or after the time stated therein, shall be deemedequivalent to the giving of such notice. Attendance of a Director or ashareholder, whether in person or by proxy, at any meeting shall constitute awaiver of notice of such meeting, except where such Director or shareholderattends a meeting 

 

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for the express purpose of objecting to thetransaction of any business on the ground that the meeting is not lawfullycalled or convened.

 

9.2                                 **Rules of Order.** The rules contained in the currentedition of Robert’s Rules of Order Newly Revised shall govern theCorporation in all cases to which they are applicable and in which they are notinconsistent with these Bylaws and any special rules of order theCorporation may adopt.

 

9.3                                 **Invalid Provisions.**  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                                 **Relation to Articles ofIncorporation, as Amended.**  These Bylaws are subject to and governed bythe Articles of Incorporation, as amended.

 

9.5                                 **Section Headings**.  Theheadings contained in these Bylaws are for reference purposes only and will notaffect in any way the meaning or interpretation of these Bylaws.

 

9.6                                 **Gender and Number.**  Whenthe context requires, the gender of all words used in these Bylawsincludes  the masculine, feminine, andneuter, and the number of all words includes the singular and the plural.

 

The above and foregoingBylaws and all amendments and supplements to them are superseded by these ThirdAmended and Restated Bylaws which accurately incorporate all amendments setforth as of the 26th day of September, 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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