**Exhibit 3**

 

AMENDED AND RESTATED 

BYLAWS 

OF 

RETRACTABLE TECHNOLOGIES, INC. 

 

ARTICLE I 

 

OFFICES 

 

1.1 Registered Office. The registered office of the corporation shall be 2001 Bryan Tower, Ste. 2700, Dallas, Texas 75201 or such other address asshall be designated by the Board of Directors. 

 

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

 

1.3 Other Offices. The corporation may also have offices at such otherplaces, within or outside the State of Texas, where the corporation is qualified to do business, as the Board of Directors may from time to time designate, or business of the corporation may require. 

 

ARTICLE II 

 

SHAREHOLDERS’ MEETING 

 

2.1 Place of Meetings. Meetings of Shareholders entitled to vote shall be held at any place within or without the State of Texas designated by theBoard of Directors pursuant to authority hereinafter granted to the Board, or by written consent of all persons entitled to vote thereat. Any meeting is valid wherever held if 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 the corporation. 

 

2.2 Time of Annual Meeting. Business Transacted. The annual meeting of the Shareholders entitled to vote shall be held on such date 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 business may be transacted which is within the powers of the Shareholders. 

 

2.3 Notice of Meetings. Notice of all meetings of Shareholders shall 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 his neglect or refusal, or if there is no person charged with the duty of giving notice, by any Director or Shareholder. The notice shall be given to each Shareholder, eitherpersonally or by prepaid mail. If mailed, such notice 

shall be deemed to be delivered when deposited in the United States mail addressed to the Shareholder at his address asit appears on the stock transfer books of the corporation, with postage thereon paid. 

 

2.4 Time and Notice. Notice of any meeting of Shareholders shall be sent to each Shareholder entitled to vote not less than ten (10) days nor more than fifty (50) days before the meeting, except in the case ofa meeting for the purpose of approving a merger or consolidation agreement, in which case the notice must be given not less than twenty (20) days prior to the date of the meeting. 

 

2.5 Contents of Notice. Notice of any meeting of Shareholders shall specify the place, date and hour of the meeting.The notice shall also specify the purpose of the meeting if it is a special meeting, or if its purpose, or one of its purposes, will be to consider a proposed amendment of the Articles of Incorporation, to consider a proposed merger orconsolidation, to consider a proposed reduction of stated capital without amendment, to consider a voluntary dissolution or the revocation of a voluntary dissolution by the act of the corporation, or to consider a proposed disposition of all, orsubstantially all, of the assets of the corporation outside of the ordinary course of business. 

 

2.6 Notice of Adjourned Meeting. When a Shareholders’ meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shallbe given as in the case 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 the adjourned meeting or of the business to be transacted thereat, other thanby announcement at the meeting at which the adjournment is taken. 

 

2.7 Call of Special Meetings. Upon request in writing to the President, Vice-President, or Secretary, sent by registered mail or delivered to the officer in person, by any persons entitled to call a meeting of Shareholders, theyforthwith shall cause notice to be given to the Shareholders entitled to vote, that a meeting will be held at a time fixed by the officer, not less than ten (10) days after the receipt of the request. If the notice is not given within seven (7) daysafter the date of delivery, or the date of mailing of the request, the persons calling the meeting may fix the time of the meeting and give the notice in the manner provided in these Amended and Restated Bylaws (“Bylaws”). Nothingcontained in this section shall be construed as limiting, fixing, or affecting the time or date when a meeting of Shareholders called by action of the Board of Directors may be held. 

 

2.8 Persons Entitled to Call Special Meetings. Special meetings of the Shareholders, for any purpose whatsoever, maybe called at any time by any of the following: (1) the President; (2) the Board of Directors; (3) the President at the request of the holders of not less than 66 2/3% of all outstanding shares of the corporation entitled to vote at such meetings.

2.9 Quorum of Shareholders. The presence in person or by proxy of the persons entitled to votefifty percent of the voting shares at any meeting constitutes a quorum for the transaction of business except as otherwise provided by statute or these Bylaws. 

 

2.10 Loss of Quorum. In the absence of a quorum, any meeting of Shareholders may be adjourned from time to time by the vote of a majority of theshares entitled to vote, the holders of which are either present in person or represented by proxy thereat, but no other business may be transacted. Notwithstanding the above, Shareholders present at a duly organized meeting with a quorum presentmay continue to do business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum. 

 

2.11 Record Date for Determination of Shareholders. The Board of Directors may fix in advance a date as the record date for any such determinationof 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) days prior to the date on which the particular action requiring such determination of Shareholders is to betaken. 

 

2.12 Date of Notice or Resolution for Determinationof Shareholders. If no record date is fixed for the determination of Shareholders entitled to notice of or to vote at a meeting of Shareholders, the date on which notice of the meeting is mailed or the date on which the resolution of the Boardof Directors 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 Shareholders entitled to vote at any meeting of Shareholders has been made as provided in thisArticle, such determination shall apply to any adjournment thereof. 

 

2.14 Inspectors of Election. The chairman of each meeting of Shareholders shall appoint one or more persons to act as inspectors of election. The inspectors of election shall report to the meeting the number of shares of each classand series of stock, and of all classes, represented either in person or by proxy. The inspectors of election shall oversee the vote of the Shareholders for the election of Directors and for any other matters that are put to a vote of Shareholdersentitled to vote at the meeting; receive a ballot evidencing votes cast by the proxy committee of the Board of Directors, if any; judge the qualifications of Shareholders voting; collect, count, and report the results of ballots cast by anyShareholders voting in person; and perform such other duties as may be required by the chairman of the meeting or the Shareholders. 

 

2.15 Notice of Shareholder Business. At an annual meeting of Shareholders, only such business shall be conducted as shall have been brought beforethe meeting (i) by or at the direction of the Board of Directors or (ii) by any Shareholder of the corporation entitled to vote who complies with the notice procedure set forth. For business to be properly brought before an annual meeting by aShareholder, the Shareholder entitled to vote must have given timely notice thereof in writing to the Secretary of the corporation. 

To be timely, a Shareholder’s notice must be delivered to or mailed and received at the principal executive officesof the corporation, not less than forty-five (45) days before the date the Company 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 Shareholder proposes to bring before the annual meeting the following information: (a) a brief description of the business desired to be brought before the annual meeting and the reasonsfor conducting such business at the annual meeting; (b) the name and address of the Shareholder proposing such business; (c) the number of shares of the corporation which are beneficially owned by the Shareholder; and (d) any material interest ofthe Shareholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with these procedures. The chairman of an annual meeting shall, if the factswarrant, determine and declare to the meeting that business was not properly 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 such business not properlybrought before the meeting shall not be transacted. 

 

2.16Voting List. At least ten (10) days before each meeting of shareholders, the officer or agent having charge of a complete list of the Shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order,with the address of and the number of shares held by each, which lists, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection of any shareholderduring the whole time of the meeting. The original share transfer books shall be prima facie evidence as to who are the Shareholders entitled to examine such list. However, failure to prepare and to make available such list in the manner providedabove shall not affect the validity of any action taken at 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 meeting of the Shareholders, except to the extent that the voting rights of shares of any classor classes are limited by the Articles of Incorporation. 

 

2.18Cumulative Voting. Directors shall be elected by a plurality vote. Cumulative voting shall not be permitted. 

 

2.19 Voting by Voice and Ballot. Elections for Directors need not be by ballot unless a Shareholder entitled to vote demands election by ballot atthe election and before the voting begins. 

 

2.20Proxies. A Shareholder may vote either in person or by proxy executed in writing by a shareholder entitled to vote or by his authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution unlessotherwise provided in the proxy. Each proxy 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. 

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

 

2.22 Action Without Meeting. Any action which, under any provision of the Texas Business Corporation Act, that may be taken at a meeting of theShareholders, may be taken without a meeting if authorized by a writing signed by the Shareholder or Shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of allshares entitled to vote on the action were present and voted. 

 

2.23 Conduct of Meetings. At every meeting of the Shareholders, the President, 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 the Shareholders of the corporation present in person or by proxy and entitled to vote, shall act as Chairman. The Secretary of the corporation, or in his absence, an AssistantSecretary, shall act as Secretary of all meetings of the Shareholders. In the absence at such meeting of the Secretary or Assistance Secretary, the Chairman may appoint another person to act as Secretary of the meeting. 

 

ARTICLE III 

 

DIRECTORS 

 

3.1 Directors Defined. “Directors” when used in relation to any power or duty requiring collective action, means “Board ofDirectors.” 

 

3.2 Powers. The business and affairsof the corporation and all corporate powers shall be exercised by or under authority of the Board of Directors, subject to limitation imposed by the Texas Business Corporation Act, the Articles of Incorporation, or these Bylaws as to action whichrequires authorization or approval by the Shareholders. 

 

3.3Number and Election of Directors. The business and affairs of the Corporation shall be managed by a Board of Directors, which shall have and may exercise all of the powers of the Corporation, except such as are expressly conferred upon theShareholders by law, by the Articles of Incorporation or by these Bylaws. Subject to the rights of the holders of shares of any series of preferred stock then outstanding to elect additional directors under specific circumstances, the Board ofDirectors shall consist of not less than three nor more than twenty-one persons. The exact number of Directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by either (i) the Board ofDirectors pursuant to a resolution adopted by a majority of the entire Board of Directors, (ii) the affirmative vote of the holders of 66 2/3% or more of the voting power of all of the shares of the Corporation entitled to vote generally in theelection of Directors, voting together as a single class, or (iii) the Articles 

of Incorporation. No decrease in the number of Directors constituting the Board of Directors shall shorten the term ofany incumbent Director; provided, however, that the term of existing directors may be shortened to comply with the Texas Business Corporation Act. The Directors shall be divided into two classes, as nearly equal in number as possible, with the termof office of the first class to expire at the 2001 annual meeting of Shareholders and the term of the second class to expire at the 2002 annual meeting of Shareholders (an initial two (2) year term), and with the members of each class to hold officeuntil their successors have been elected and qualified. At each annual meeting of Shareholders following such initial classification and election, Directors, elected to succeed those Directors whose terms expire shall be elected for a term of officefor the class whose term of office expires at all such future annual meetings. 

 

3.4 Vacancies. Vacancies in the Board of Directors shall exist in the case of the happening of any of the following events: (a) the death, resignation or removal of any Directors; (b) the authorized number ofDirectors is increased; or (c) at any annual, regular, or special meeting of Shareholders at which any Director is elected, the shareholders entitled to vote fail to elect the full authorized number of Directors to be voted for at that meeting.

 

3.5 Declaration of Vacancy. The Board of Directors maydeclare vacant the office of a Director in either of the following cases: (a) if he is adjudged 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 not accept theoffice either in writing or by attending a meeting of the Board of Directors. 

 

3.6 Filling Vacancies by Directors. Vacancies of generally elected Directors may be filled by a majority of the remaining generally elected Directors, though less than a quorum, or by a sole remaining generallyelected Director. Vacancies of Directors elected pursuant to a dividend default election by preferred Shareholders shall be filled by the remaining Directors so elected. Each Director so elected shall hold office until his successor is elected at anannual, regular or special meeting of the shareholders. 

 

3.7Filling Vacancies by Shareholders – Reduction of Authorized Number of Directors. In the event a vacancy in the number of generally elected Directors or in the number of Directors elected pursuant to default dividend voting rights ofpreferred Shareholders exists and is not filled by the appropriate remaining Directors, the vacancy may be filled by a vote of either the common stockholders or the holders of preferred shares with the right to elect the Director whose vacancy isbeing filled, as appropriate. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the appropriate remaining Directors failing to fill the vacancy within ten (10) days of the effective date of theresignation, the Shareholders may elect a successor to take office. A reduction of the authorized number of Directors does not remove any Director prior to the expiration 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 by the affirmative vote of the 

holders of 66 2/3% or more of the voting power of all of the shares of the Corporation entitled to vote in the election of such Directors. “Cause” shall be exclusively defined to mean: (a) conviction of afelony, (b) proof of the gross negligence or willful misconduct of such Director which is materially detrimental to the Corporation, or (c) proof of a breach of fiduciary duty of such Director which is materially detrimental to the Corporation.

 

3.9 Place of Meetings. Regular meeting of theBoard of Directors shall be held at any place within or without the State of Texas which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, regularmeetings shall be held at the Registered Office of the corporation. Special meetings of the Board may be held either at a place so designated or at the Registered office. Any regular or special meeting is valid, wherever held, if held on writtenconsent of all members of the Board given either before or after the meeting and filed with the Secretary of the Corporation. 

 

3.10 Regular and Special Meetings. Regular meetings of the Board of Directors shall be held at such time and place as shall from time to time bedetermined by the Board. Special meetings of the Board of Directors shall be called by the President or if he is absent or is unable or refuses to act, by a Vice-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 personally to each Director, or sent to each Director by mail or by other form of written communication at least two (2) days before the meeting. If the address of a Directoris not shown on the records and is not readily ascertainable, notice shall be addressed to him at 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 meetingneed not be given to absent Directors if the time and place are fixed at the meeting adjourned. 

 

3.12 Call of Regular Meeting. All regular meetings of the Board of Directors 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 two Directors. 

 

3.13 Validation of Meeting Defectively Called or Noticed. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting dulyheld after regular call and notice, if a quorum is present, and if, either before or after 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. All suchwaivers, consents, or approval shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance by a Director at a meeting shall constitute a waiver of notice of the meeting, unless the express purpose for suchattendance is to present the objection that the meeting is not lawfully called or convened. 

 

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

3.15 Majority Action. Every act or decision done or made by a majority of the Directors present atany meeting duly held at which a quorum is present is the act of the Board of Directors, unless an action of a greater number is required by the Articles of Incorporation of these Bylaws. Each Director who is present at a meeting will be deemed tohave assented to any action taken at such meeting unless his dissent to the action is entered in the minutes of the meeting, or unless he shall file his written dissent thereto with the Secretary of the meeting or shall forward such dissent byregistered mail to the Secretary of the corporation immediately after such meeting. 

 

3.16 Action by Consent of Board Without Meeting. Any action required or permitted to be taken by the Board of Directors under any provision of the Texas Business Corporation Act shall individually orcollectively be taken without a meeting, without prior notice and without a vote if a consent in writing to such action is signed by all members of the Board of Directors. Such written consent or consents shall be filed with the minutes of theproceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors. Any certificate or other document filed under any provision of the Texas Business Corporation Act which relates toaction so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that these Bylaws authorize the Directors to so act, and such statement shall be prima facie evidence of suchauthority. 

 

3.17 Adjournment. In the absence of a quoruma majority of the Directors present may adjourn from time to time until the time fixed for the 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,and if not, the President, or in his absence the Vice-President designated by him, or in the absence of such designation, a chairman chosen by a majority of the Directors present, shall preside. The Secretary of the corporation shall act asSecretary of the Board of Directors. In case the Secretary shall be absent from any meeting, the chairman may appoint any person to act as Secretary of the meeting. 

 

3.19 Indemnification of Directors and Officers. The Board of Directors shall authorize the corporation to pay orreimburse any present or former Director or Officer of the corporation any costs or expenses actually and necessarily incurred by him in any action, suit, or proceeding to which he is made a party by reason of his holding such position; provided,however, that he shall not receive such indemnification if he be finally adjudicated therein to be liable for gross negligence. The indemnification herein provided shall also 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 settlement of any such action, suit, or proceeding, whether formally instituted or not to the maximumextent permitted by Article 2.02-1 of Texas Business Corporation Act. 

3.20 Interested Directors. Any contract or other transaction between the corporation and any ofits Directors (or any corporation or form in which any of its Directors is directly or indirectly interested) shall be valid for all purposes notwithstanding the presence of such Director at the meeting authorizing such contract or transaction, orhis participation in such meeting. The foregoing shall, however, apply only if the interest of each such Director is known or disclosed to the Board of Directors and it shall nevertheless authorize or ratify such contract or transaction by amajority of the Directors present, each such interested Director to be counted in determining whether a quorum is present, but not in calculating the majority necessary to carry such vote. This section shall not be construed to invalidate anycontract or transaction which would be valid in the absence of this paragraph. 

 

3.21 Committees. The Board of Directors, by an affirmative vote of a majority of the members constituting the Board of Directors, may appoint such committees which shall have and may exercise such powers asshall be conferred or authorized by resolution of the Board. A majority of any such committee may determine its action and fix the time and place of its meetings unless the Board of Directors shall otherwise provide. The Board of Directors, by suchaffirmative vote, shall have power at any time to change the powers and members of such committee. 

 

ARTICLE IV 

 

OFFICERS 

 

4.1 Number and Titles. The officersof the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more additional Vice-Presidents, one or moreAssistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Paragraph 4.3 of this Article. One person may hold two or more offices. 

 

4.2 Election. The officers of the corporation, except such officers asmay be appointed in accordance with the provisions of Paragraph 4.3 or Paragraph 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 or otherwise disqualified toserve, or his successor shall be elected and qualified. 

 

4.3Subordinate Officers. The Board of Directors may appoint such other officers or agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as areprovided in these Bylaws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to appoint any such subordinate officers, committees or agents, to specify their dutiesand to determine their compensation. 

4.4 Removal and Resignation. Any officer may be removed, either with or without cause, by amajority 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 any committee or officer upon whom such power of removal may be conferred by the Board of Directors;provided, however, that such removal shall not 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 of Directors or to the President, or the Secretary ofthe Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make iteffective. 

 

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

 

4.6 Chairman of 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 all meetings of the shareholders, shall have the responsibility ofdirecting and consulting with the President and supervising the President in the discharge of all of his duties hereafter specified in Paragraph 4.7. Further, the Chairman of the Board is hereby authorized to exercise, in the absence of thePresident, the same authority and powers as are hereinafter vested in the President. 

 

4.7 President. Subject to the direction of the Board of Directors, and subject to the powers vested in the Chairman of the Board by these Bylaws, if there shall be such an officer, the President shall be theChief Executive Officer of the corporation and as such, shall be responsible for the general supervision, direction, and control of the business and officers of the corporation, and shall have the general powers and duties of management usuallyvested in the office of the President of a corporation, by the Board of Directors or the Bylaws. Within this authority and in the course of his duties he shall: 

 

(a) Conduct Meetings. Preside at all meetings of the shareholders and in the absence of the Chairman of the Board, atall meetings of the Board of 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 the corporation, in conjunction with the Secretary or Assistant Secretary, unlessotherwise ordered by the Board of Directors. 

 

(c) ExecuteInstruments. 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 andinstruments in writing. 

(d) Hire and Fire Employees. Subject to the authorization of the Board of Directors, appoint andremove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the corporation other than the duly appointed officers of the corporation. 

 

(e) Meetings of the Other Corporations. Unless otherwise directed bythe Board of Directors, attend in person or by substitute appointed by him or the Vice-President and the Secretary or the Assistant Secretary, and act and vote on behalf of the corporation, at all meetings of the Shareholders of any corporation inwhich this corporation holds stock. 

 

4.8 Vice-President.In the absence or disability of the President, the Vice-Presidents, in order of their rank as fixed by the Board of Directors, or, if not ranked, the Vice-President designated by the Board of Directors, shall perform all the duties of the President,and when so acting shall have all the powers of and be subject to all the restriction on, the President. The Vice- President shall have such powers and perform such respectively by the Board of Directors or the Bylaws. 

 

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 of the corporation the original or a copy of its Bylaws as amended or otherwise altered to date. 

 

(c) Minutes of Meetings. Keep at the principal office of the corporation or such other place as the Board ofDirectors may order, a book of minutes of all meetings of its Directors and Shareholders, executive committee, if any, and other committees, with the time and place of holding, whether regular or special, and if special, how authorized, the Noticethereof given, the names of those present at Directors’ meetings, the number of shares of members present or represented at Shareholders meetings, and the proceedings thereof. 

 

(d) Sign or Attest Documents and Affix Seal. Sign or attest such documents as may be required by law or the businessof the corporation, and to keep the corporate seal 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 these Bylaws or as required by law. In case of the absence ordisability of the Secretary, or his refusal to or neglect to act, 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 seal of the corporationand see that it is engraved, lithographed, printed, stamped, impressed upon or affixed to all certificates for shares prior to their issuance and to all documents, the execution of which on behalf of the corporation under its seal is duly authorizedin accordance with the provisions of these Bylaws. 

 

(g)Share Register. Keep at the principal office of the corporation a share register or duplicate share register showing the names of the Shareholders and their addresses; the number, date of issue and class of shares represented by eachoutstanding share certificate; and the number and date of cancellation of each certificate surrendered for cancellation. 

 

(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 allreasonable times to any Director on application, or on written demand stating the purpose thereof of any person who has been a Shareholder of record for at least six (6) months immediately preceding his demand or who is the holder of record of atleast five (5%) percent of all of the outstanding shares of the corporation, upon application, the Bylaws, the share register, and minutes of proceedings of the Shareholders and Directors of the Corporation. 

 

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

 

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

 

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

4.11 Treasurer. The Treasurer shall: 

 

(a) Funds – Custody and Deposit. Have charge and custody of, andbe responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. 

 

(b) Funds – Receipts. Receive, and give receipt for monies dueand payable to the corporation from any source whatever. 

 

(c)Funds – Disbursements. Disburse or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. 

 

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

 

(e) Exhibit Records. Exhibit at all reasonable times the books of account and records to any Director on application, or to any person who has beena Shareholder of record for at least six (6) months immediately preceding his demand or who is the holder of record of at least five (5) percent of all outstanding shares of the corporation on written demand stating the purpose thereof, duringbusiness hours at the office of the corporation where such books and records are kept. 

 

(f) Reports to President and Directors. Render to the President and Directors, whenever they request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

 

(g) Financial Report to Shareholders. Prepare, orcause to be prepared, and certify the financial statements to be included in the annual report to shareholders and statements of the affairs of the corporation. 

 

(h) Bond. Give to the corporation a bond, if required by the Board of Directors or by the President, in a sum, andwith one or more sureties, or a surety company satisfactory to the Board, for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, 

retirement, or removal from office, of all books, papers, vouchers, money and other property of whateverkind in his possession or under his control belonging to the corporation. 

 

(i) Other Duties. In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned 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 the Secretary acting as Assistant Treasurer, may perform all of the functions of the Treasurer. In the absence or inability to act, or refusal or neglect to act, of theTreasurer, the Assistant Treasurer, and the Secretary, or any person thereunto authorized by the President or a Vice-President or by the Board 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 his duties, in such sum, and with such sureties as the Board of Directors shall require. At the request of the Treasurer, or in his absence or disability, the AssistantTreasurer designated as set forth in the preceding Subparagraph 4.11(j) of these Bylaws shall perform all of the duties of the Treasurer, and when so acting, he shall have all the powers of, and be subject to all the restrictions on, the Treasurer.He shall perform such other duties as from time to time may be assigned to him by the Board of Directors or the Treasurer. 

 

4.13 Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented fromreceiving such salary by reason of the fact that he is also a Director of the corporation. 

 

ARTICLE V 

 

EXECUTION OFINSTRUMENTS AND DEPOSIT OF FUNDS 

 

5.1 Authority forExecution of Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalfof the corporation, and such authority may be general or confined to specific instances; and unless so authorized, no officer, agent or employee other than the President shall have any power or authority to bind the corporation by any contract orengagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount. 

 

5.2 Execution of Instruments. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contract ofthe corporation, promissory 

notes, mortgages, and other evidence of indebtedness of the corporation, and other corporate instruments or documents,and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the President or a Vice-President and by the Secretary or the Treasurer, or any Assistant Secretary or Assistant Treasurer, and may have thecorporate seal affixed thereto. 

 

5.3 Bank Accounts andDeposits. All funds of the corporation shall be deposited 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 or as may be selected by any officer orofficers, agent or agents of the corporation to whom such power may be delegated from time to time by the Board of Directors. 

 

5.4 Endorsements Without Countersignature. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories maybe made without countersignature by the President or any Vice-President, or the Treasurer or any Assistant Treasurer, or by any other officer or agent of the corporation to whom the Board of Directors, by resolution, shall have delegated the power,or by hand stamped impression in the name of the corporation. 

 

5.5 Signing of Checks, Drafts, etc. All checks, drafts or other order for payment of money, notes or other evidences of indebtedness, issued in the name of 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 the Chief Executive Officer and the Treasurer. 

ARTICLE VI 

 

ISSUANCE AND TRANSFER OF SHARES 

 

6.1 Classes and Series of Shares. The corporation may issue shares with such preferences, rights, privileges and restrictions as stated in theArticles of Incorporation, as amended. 

 

6.2 Certificates forFully Paid Shares. Neither shares nor certificates representing such shares may be issued by the corporation until the full amount of the consideration has been paid. When such consideration has been paid to the corporation, the shares shall bedeemed to have been issued and the certificate representing such shares shall be issued to the Shareholder. 

 

6.3 Fractional Shares. The corporation may, but shall not be obligated to, issue a certificate for a fractional share, and the Board of Directorsmay, in lieu thereof, arrange for the disposition thereof by those entitled thereto, pay the fair value in cash or issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share only upon thesurrender of such scrip aggregating a full share. A certificate for a fractional share shall, but scrip shall not, unless otherwise provided herein, entitle the holder to exercise voting rights, to receive dividends, or to participate in any of theassets of the corporation in the event of liquidation. Such scrip, if issued, shall become void if not exchanged for certificates representing full shares within one year after its issue, or such scrip may be subject to the condition that the sharesfor which it is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of such scrip, and the same may be subject to any other conditions which the Board of Directors may deem advisable. 

 

6.4 Consideration for Shares. The consideration paid for the issuanceof shares shall consist of money paid, labor done, or property actually received; and neither promissory notes nor the promise of future services shall constitute payment or part payment for shares of the corporation. 

 

6.5 Contents of Share Certificates. Certificates for shares shall beof such form and style, printed or otherwise, as the Board of Directors may designate, and each certificate shall state all of the following facts: 

 

(a) That the corporation is organized under the laws of the State of Texas; 

 

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

 

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

(d) The par value of each share represented by such certificate, or a statement that the shares arewithout par value. 

 

6.6 Restriction on Transfer. Anyrestrictions imposed by the corporation on the sale or other disposition of its shares and on the transfer thereof must be copied at length or in summary form on the face of each certificate representing shares to which the restriction applies. Thecertificate may, however, state on the face or back that such a restriction exists pursuant to a specified document and that the corporation will furnish a copy of the document to the holder of the certificate without charge upon written request tothe corporation at its principal place of business. 

 

6.7Preemptive Rights. Any preemptive rights of a shareholder to acquire unissued or treasury shares of the corporation which are limited or denied by the Articles of Incorporation must be set forth at length on the face or back of thecertificate representing shares subject thereto. In lieu of providing such a statement in full on the certificate, a statement on the face or back of the certificate may provide that the corporation will furnish such information to any Shareholderwithout charge upon written request to the corporation at its principal place of business and that a copy of such information is on file in the office of the Secretary of State. 

 

6.8 Signing Certificates – Facsimile Signatures. All such certificates shall be signed by the President or aVice-President and the Secretary or an Assistant Secretary. The signatures of the President or Vice-President, Secretary or Assistant Secretary may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrareither of which is not the corporation itself or an employee of the corporation. If the officer who has signed or whose facsimile signature has been placed on the certificate has ceased to be such officer before the certificate is issued, thecertificate may be issued by the corporation with the same effect as if he were such officer at the date of its issuance. 

 

6.9 Transfer of Lost or Destroyed Shares. Where a share certificate has been lost, apparently destroyed, or wrongfully taken and the owner fails tonotify the corporation of that fact within a reasonable time after he has notice of it, and the corporation registers a transfer of the share represented by the certificate before receiving such a notification, the owner is precluded from assertingagainst the corporation any claim for registering the transfer or any claim to a new certificate. 

 

6.10 Replacement of Lost or Destroyed Certificates. Where the holder of a share certificate claims that the certificate has been lost, destroyed,or wrongfully taken the corporation shall issue a new certificate in place of the original certificate if the owner so requests before the corporation has notice that the share has been acquired by a bona fide purchaser; and files with thecorporation a sufficient indemnity bond; and satisfies any other reasonable requirements imposed by the Board of Directors. 

 

6.11 Transfer After Replacement. If, after the issue of a new security as a replacement for a lost, destroyed or wrongfully taken certificate, abona fide purchaser of the original 

certificate presents it for registration or transfer, the corporation must register the transfer unless registrationwould result in overissue. In addition to any rights on the indemnity bond, the corporation may recover the new security from the person to whom it was issued or any person taken under him except a bona fide purchaser. 

 

6.12 Transfer Agents and Registrars. The Board of Directors mayappoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of thecorporation may necessitate and the Board of Directors may designate. 

 

6.13 Condition of Transfer. A person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof as regards the corporation. 

 

6.14 Reasonable Doubts as to Right to Transfer. When a transfer of shares is requested and there is reasonable doubtas to the right of the person seeking the transfer, the corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefor, may require from the person seeking the transfer reasonableproof of his right to the transfer. If there remains a reasonable doubt for the right to the transfer, the corporation may refuse a transfer unless the person gives adequate security or a bond or indemnity executed by a corporate surety or by twoindividual sureties satisfactory to the corporation as to form, amount, and reasonability of sureties. The bond shall be conditioned to protect the corporation, its officers, transfer agents, and registrars, or any of them, against any loss, damage,expenses, or other liability to the owner of the issuance of a new certificate for shares. 

 

ARTICLE VII 

 

CORPORATE RECORDS,REPORTS, AND SEAL 

 

7.1 Minutes of 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 of all meetings of its Directors and of its Shareholders or members with the time and place of holding, whether regularor special, and, if special, how authorized, the notice thereof given the names of those present at Directors’ meetings, the number of shares or members present or represented at Shareholders’ or members’ meetings, and the proceedingsthereof. 

 

7.2 Books of Account. The corporation shallkeep and maintain adequate 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, shall be classified according to source and shown in a separate account. 

7.3 Share Register. The corporation shall keep at the registered office, or at the office of thetransfer agent, a share register, showing the names of the Shareholders and their addresses, and the number and classes of shares held at each and the number and date of certificates issued for shares, and the number and date or cancellation ofevery certificate surrendered for cancellation. The above specified information may be kept by the corporation on punch cards, magnetic tape, or other information storage devices related to electronic data processing equipment provided that suchcard, tape or other equipment is capable of reproducing the information in clearly legible form for the purposes of inspection as provided in Section 7.4 and 7.5 of these Bylaws. 

 

7.4 Inspection of Records by Shareholders. Any person who shall have been a Shareholder of record for at least six(6) months immediately preceding his demand, or who is the holder of record of at least five (5) percent of all of the outstanding shares of the corporation, on written demand stating the purpose thereof, has the right to examine, in person, or byagent, accountant, or attorney, at any reasonable time or times, for any proper purpose, its books and records of account, minutes, and record of Shareholders, and is entitled to make extracts therefrom. 

 

7.5 Inspection of Records by Directors. Every Director shall have theabsolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the corporation, and also of its subsidiary corporations, domestic or foreign. Such inspection by a Director may be made inperson or by agent or attorney, and the right of inspection includes the right to make extracts. 

 

7.6 Annual Report to Shareholders. The Board of Directors shall cause an annual report to be sent to the Shareholders not later than one hundredtwenty (120) days after the close of the fiscal or calendar year. 

 

7.7 Contents of Annual Reports. The annual report shall include the following financial statements: 

 

(a) Balance sheets for the previous two fiscal years; 

 

(b) Statements of Operations for the previous three fiscal years; 

 

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

 

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

 

7.8 Preparation of Financial Statements. The financialstatements shall be prepared from the books and shall be in accordance with accounting principles generally accepted in the United States of America. 

 

7.9 Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors. 

7.10 Corporate Seal. The Board of Directors may adopt, use, and thereafter alter, the corporateseal. 

 

ARTICLE VIII 

 

AMENDMENT OF BYLAWS 

 

8.1 Adoption, Amendment, Repeal of Bylaws by Directors. These Bylawsmay be altered, amended, or repealed, and new Bylaws may be adopted by the affirmative vote of a majority of either the Board of Directors or the Shareholders, present at any meeting at which a quorum of each respective body is present, providedthat notice of the proposed alteration, amendment, repeal or adoption shall be contained in the notice of the meeting. This power to alter, amend or repeal the Bylaws, and to adopt new Bylaws, may be modified or divested by action of Shareholdersrepresenting a majority of the voting common stock of the Corporation 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, 2.8and 2.19 of Article II, Section 3.3 and 3.8 of 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 of all of the shares of the Corporation entitled to votegenerally in the election of Directors, voting together as a single class. 

 

ARTICLE IX 

 

MISCELLANEOUS

 

9.1 Waivers of Notice. Whenever any notice is requiredto be given any Shareholder or Director under the provisions of the law or the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by such person or persons entitled to said notice, whether before or after the time statedtherein, shall be deemed equivalent to the giving of such notice. Attendance of a Director or a Shareholder, whether in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where such Director or Shareholderattends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 

 

9.2 Rules of Order. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the corporation in allcases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the corporation may adopt. 

The above and foregoing Bylaws and all amendments and supplements to them are superseded by these Amendedand Restated Bylaws which accurately incorporate all amendments set forth as of the 12 day of July, 2004. 

 

    /s/ Thomas J. Shaw

THOMAS J. SHAW

Chairman of the Board

 

ATTEST: 

 

    /s/ Michele M. Larios

MICHELE M. LARIOS, Secretary