**Exhibit 3.2**

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**AMENDED AND RESTATED BYLAWSOFRUSH ENTERPRISES, INC.**

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***Effectiveas of August 7, 2009***

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# ARTICLE IOFFICES

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## 1.1                                 The principaloffice of the corporation shall be located in New Braunfels, Texas.

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## 1.2                                 The corporationmay also have offices at such other places both within and without the State ofTexas as the board of directors may from time to time determine or the businessof the corporation may require.

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# ARTICLE IIMEETINGS OF SHAREHOLDERS

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## 2.1                                 Meetings ofshareholders for any purpose may be held at such time and place within orwithout the State of Texas as shall be stated in the notice of the meeting orin a duly executed waiver of notice thereof.

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## 2.2                                 The annualmeeting of shareholders shall be held annually at such date and time as shallbe designated from time to time by the board of directors and stated in thenotice of meeting.

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## 2.3                                 Specialmeetings of the shareholders for any purpose or purposes may be called by thepresident and shall be called by the president or secretary at the request inwriting of a majority of the board of directors, or at the request in writingof shareholders owning one-tenth of all the shares entitled to vote at themeetings. Subject to Section 2.11, a request for a special meeting shallstate the purpose or purposes of the proposed meeting, and business transactedat any special meeting of shareholders shall be limited to the purposes statedin the notice.

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## 2.4                                 Written noticestating the place, day and hour of the meeting and, in the case of a specialmeeting, the purpose or purposes for which the meeting is called, shall bedelivered not less than ten nor more than fifty days before the date of themeeting, either personally or by mail, by or at the direction of the president,the secretary, or the officer or persons calling the meeting, to eachshareholder of record entitled to vote at such meeting.

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## 2.5                                 The holders ofa majority of the shares issued and outstanding and entitled to vote thereat,present in person or represented by proxy, shall constitute a quorum at allmeetings of the shareholders for the transaction of business except asotherwise provided by statute or by the articles of incorporation. If, however,a quorum shall not be present or represented at any meeting of theshareholders, the shareholders entitled to vote thereat, present in person or 

 

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## represented by proxy, shall have power toadjourn the meeting from time to time, without notice other than announcementat the meeting, until a quorum shall be present or represented. At suchadjourned meeting, provided a quorum shall be present or represented thereat,any business may be transacted which might have been transacted if the meetinghad been held in accordance with the original notice thereof.

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## 2.6                                 Directors shallbe elected by a plurality of the votes cast by the holders of shares entitledto vote in the election of directors at a meeting of shareholders at which aquorum is present. With respect to any other question brought before a meetingat which a quorum is present, the vote of the holders of a majority of theshares entitled to vote and present in person or represented by proxy shalldecide such question, unless the question is one upon which a different vote isrequired by law or by the articles of incorporation.

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## 2.7                                 Eachoutstanding share shall have such voting power on each matter submitted to avote at a meeting of shareholders as set forth in the Articles ofIncorporation. A shareholder may vote either in person or by proxy executed inwriting by the shareholder or by his duly authorized attorney-in-fact.

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## 2.8                                 Any actionrequired or which may be taken at a meeting of the shareholders may be takenwithout a meeting if a consent in writing, setting forth the action so taken,shall be signed by all the shareholders entitled to vote with respect to thesubject matter thereof.

 

ADVANCE NOTICE OFDIRECTOR NOMINATIONS AND SHAREHOLDER PROPOSALS

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## 2.9                                 Shareholdersmay nominate one or more persons for election as directors at any annualmeeting of shareholders or propose other business to be brought before theannual meeting of shareholders, or both, only if (a) such business is aproper matter for shareholder action, (b) the shareholder gives timelynotice in proper written form of such shareholder’s intention to make suchnomination(s) or to propose such business, and (c) the shareholder isa shareholder of record of the corporation at the time of giving such noticeand is entitled to vote at the annual meeting. The provisions of this Article II shall be the exclusive means fora shareholder to make nominations or submit other business (other than mattersproperly brought under Rule 14a-8 promulgated under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), and included in thecorporation’s proxy materials) at an annual meeting of shareholders.

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## 2.10                           Withoutqualification, for director nominations or any other business to be properlybrought before an annual meeting of shareholders, a shareholder notice shall bedelivered to and received by the secretary at the principal executive officesof the corporation not later than the close of business on the 90th day, and notearlier than the close of business on the 120th day, prior to the firstanniversary of the preceding year’s annual meeting of shareholders; provided,however, that in the event that the date of the annual meeting has changed bymore than thirty (30) days from the date of the previous year’s annual meeting,notice by the shareholder to be timely must be so delivered and received notearlier than the close of business on the 120th day prior to such annualmeeting and****not later than theclose of business on the later of (a) the 90th day prior to such annualmeeting, and (b) the 10th day following the date onwhich public announcement of the date of such meeting is first made by thecorporation.  In no 

 

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## event shall the public announcement of anadjournment or postponement of an annual meeting commence a new time period forthe giving of a shareholder notice as described above. For purposes of this Article II,“public announcement” shall mean disclosure in a press release reported by DowJones News Service, Associated Press or a comparable national news service, ina document publicly filed by the corporation with the Securities and ExchangeCommission, or in a notice pursuant to the applicable rules of an exchangeon which the corporation’s securities are listed.  To be in proper written form, the shareholdernotice must comply with Section 2.12 below.

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## 2.11                           Only such businessshall be conducted at a special meeting of shareholders as shall have beenbrought before the meeting pursuant to the notice of meeting.  Nominations of persons for election to theBoard of Directors may be made at a special meeting of shareholders at whichdirectors are to be elected pursuant to the notice of meeting (a) by or atthe direction of the Board of Directors or (b) by any shareholder of thecorporation who (1) is a shareholder of record at the time of giving suchnotice (2) is entitled to vote at the meeting, and (3) providestimely notice as to such nomination in the proper written form.  In the event the corporation calls a specialmeeting of shareholders for the purpose of electing one or more directors tothe Board of Directors, any shareholder meeting the requirements of theprevious sentence may nominate a person or persons (as the case may be), forelection to such position(s) as specified in the corporation’s notice ofmeeting, if the shareholder notice with respect to any nomination (includingthe completed and signed questionnaire and representation and agreementrequired by Section 2.15 below) shall be delivered to the secretary at theprincipal executive offices of the corporation not earlier than the close ofbusiness on the 90th day prior to the date of such special meeting and notlater than the close of business on the later of (a) the 70th day prior tothe date of such special meeting, and (b) if the first public announcementof the date of such special meeting is less than 80 days prior to the date ofsuch special meeting, the 10th day following the day on which publicannouncement is first made of the date of the special meeting and of anynominees proposed by the Board of Directors to be elected at such meeting.  In no event shall the public announcement ofan adjournment or postponement of a special meeting commence a new time periodfor the giving of a shareholder notice as described above.

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## 2.12                           To be in properwritten form, a shareholder notice (whether given pursuant to Section 2.3above, Sections 2.9 and 2.10 above with respect to annual meetings or Section 2.11above with respect to special meetings) to the secretary must be in writingand:

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### (a)                              set forth, asto the shareholder giving the notice and the beneficial owner, if any, on whosebehalf the director nomination or proposal of other business is made (i) thename and address of such shareholder, as they appear on the corporation’sbooks, and of such beneficial owner, (ii) (1) the class and number ofshares of the corporation which are, directly or indirectly, owned beneficiallyand of record by such shareholder and such beneficial owner, (2) anyoption, warrant, convertible security, stock appreciation right, or similarright with an exercise or conversion privilege or a settlement payment ormechanism at a price related to any class of shares of the corporation or witha value derived in whole or in part from the value of any class of shares ofthe corporation, whether or not such instrument or right shall be subject tosettlement in the underlying class of capital stock of the corporation orotherwise (a “Derivative Instrument”) directly or indirectly owned beneficiallyby such shareholder or beneficial owner and any other direct or indirecteconomic interest held or owned beneficially by such shareholder 

 

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### or beneficial owner to profit or share in anyprofit derived from any increase or decrease in the value of shares of thecorporation, (3) any proxy, contract, arrangement, understanding, orrelationship pursuant to which such shareholder or beneficial owner has a rightto vote any shares of any security of the corporation, (4) any shortinterest in any security of the corporation (for purposes of this Section 2.12,a person shall be deemed to have a short interest in a security if such person,directly or indirectly, through any contract, arrangement, understanding,relationship or otherwise, has the opportunity to profit or share in any profitderived from any decrease in the value of the subject security), (5) anyrights to dividends on the shares of the corporation owned beneficially by suchshareholder or beneficial owner that are separated or separable from theunderlying shares of the corporation, (6) any proportionate interest inshares of the corporation or Derivative Instruments held, directly orindirectly, by a general or limited partnership in which such shareholder orbeneficial owner is a general partner or, directly or indirectly, beneficiallyowns an interest in a general partner, and (7) any performance-relatedfees (other than an asset-based fee) that such shareholder or beneficial owneris entitled to based on any increase or decrease in the value of shares of thecorporation or Derivative Instruments, if any, as of the date of such noticeincluding, without limitation, any such interests held by members of suchshareholder’s or beneficial owner’s immediate family sharing the same household(which information shall be updated and supplemented by such shareholder andbeneficial owner (A) as of the record date, (B) ten days before themeeting, and (C) immediately prior to the commencement of the meeting),and (iii) any other information relating to such shareholder andbeneficial owner that would be required to be disclosed in a proxy statement orother filings required to be made in connection with solicitations of proxiesfor, as applicable, the proposal and/or for the election of directors in acontested election pursuant to Section 14 of the Exchange Act and the rules andregulations promulgated thereunder;

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### (b)                             if the noticerelates to any business other than a nomination of a director or directors thatthe shareholder proposes to bring before the meeting, set forth (i) abrief description of the business desired to be brought before the meeting, thereasons for conducting such business at the meeting and any material interestof such shareholder and beneficial owner, if any, in such business and (ii) adescription of all agreements, arrangements and understandings between suchshareholder and beneficial owner, if any, and any other person or persons(including their names) in connection with the proposal of such business bysuch shareholder;

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### (c)                              if the noticerelates to the nomination of a director or directors, (i) set forth withrespect to each nominee, (1) all information relating to such nominee thatwould be required to be disclosed in a proxy statement or other filingsrequired to be made in connection with solicitations of proxies for election ofdirectors in a contested election pursuant to Section 14 of the ExchangeAct and the rules and regulations promulgated thereunder (including suchnominee’s written consent to being named in a proxy statement as a nominee andto serving as a director of the corporation if elected) and (2) adescription of all direct and indirect compensation and other material monetaryagreements, arrangements and understandings during the past three years, andany other material relationships, between or among such shareholder andbeneficial owner, if any, and their respective affiliates and associates, orothers acting in concert therewith, on the one hand, and each proposed nominee,and his or her respective affiliates and associates, or others acting inconcert therewith, on the other hand, including, without limitation, allinformation that would be required to be disclosed pursuant to Rule 404promulgated under Regulation S-K (or any successor rule) if the shareholdermaking the nomination and any 

 

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### beneficial owner on whose behalf thenomination is made, or any affiliate or associate thereof or person acting inconcert therewith, were the “registrant” for purposes of such rule and thenominee were a director or executive officer of such registrant,  and (ii) with respect to each nominee,include a completed, dated and signed written questionnaire and writtenrepresentation and agreement and any other information required by Section 2.15below.

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## 2.13                           Notwithstandinganything in the first sentence of Section 2.10 to the contrary, in theevent that the number of directors to be elected to the Board of Directors ofthe corporation is increased and there is no public announcement by thecorporation naming all of the nominees for director or specifying the size ofthe increased Board of Directors at least 90 days prior to the firstanniversary of the preceding year’s annual meeting, a shareholder noticerequired by Section 2.10 shall also be considered timely, but only with respectto nominees for any new positions created by such increase, if it shall bedelivered to the secretary at the principal executive offices of thecorporation not later than the close of business on the 10th day following theday on which such public announcement is first made by the corporation.

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## 2.14                           General.

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### (a)                              Only suchpersons who are nominated as directors in accordance with the procedures setforth in Sections 2.9, 2.10, 2.11, 2.12, 2.13, 2.14 and 2.15 shall be eligibleto be elected at an annual or special meeting of shareholders to serve asdirectors and only such other business shall be conducted at an annual orspecial meeting of shareholders as shall have been brought before the meetingin accordance with the procedures set forth in Sections 2.9, 2.10, 2.11, 2.12,2.13 and 2.14.  Except as otherwiseprovided by law, the Articles of Incorporation or these Bylaws, the personpresiding over the meeting shall have the power and duty to determine whether adirector nomination or any other business proposed to be brought before themeeting was made or proposed, as the case may be, in accordance with theprocedures set forth in Sections 2.9, 2.10, 2.11, 2.12, 2.13, 2.14 and 2.15and, if any proposed director nomination or other business is not in compliancewith Sections 2.9, 2.10, 2.11, 2.12, 2.13, 2.14 and 2.15, to declare that suchdefective nomination or other proposal shall be disregarded.

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### (b)                             Notwithstandingthe foregoing provisions of Sections 2.9, 2.10, 2.11, 2.12, 2.13 and 2.14, ashareholder shall also comply with all applicable requirements of the ExchangeAct and the rules and regulations thereunder with respect to nominationsof one or more persons for election as directors or proposals of other businessto be brought before an annual or special meeting of shareholders.  Nothing in Sections 2.9, 2.10, 2.11, 2.12,2.13, 2.14 and 2.15 shall be deemed to affect any rights of (i) shareholdersto request inclusion of proposals in the corporation’s proxy statement pursuantto Rule 14a-8 under the Exchange Act, or (ii) the holders of anyseries of Preferred Stock if and to the extent provided for under law, theArticles of Incorporation or these Bylaws.

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## 2.15                           To be eligibleto be a nominee for election as a director of the corporation, the nominee mustdeliver (in accordance with the time periods prescribed for delivery of noticeunder Sections 2.10, 2.11 and 2.13) to the secretary at the principal executiveoffices of the corporation a written questionnaire with respect to thebackground and qualification of such nominee and the background of any otherperson or entity on whose behalf the nomination is being made (which form ofquestionnaire shall be provided by the secretary upon written 

 

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## request) and a written representation andagreement (in the form provided by the secretary upon written request) thatsuch nominee (a) is not and will not become a party to (i) anyagreement, arrangement or understanding with, and has not given any commitmentor assurance to, any person or entity as to how such nominee, if elected as adirector of the corporation, will act or vote on any issue or question (a “VotingCommitment”) that has not been previously disclosed in writing to thecorporation or (ii) any Voting Commitment that could limit or interferewith such nominee’s ability to comply, if elected as a director of thecorporation, with such nominee’s fiduciary duties under applicable law, (b) isnot and will not become a party to any agreement, arrangement or understandingwith any person or entity other than the corporation with respect to any director indirect compensation, reimbursement or indemnification in connection withservice or action as a director that has not been previously disclosed in writingto the corporation, and (c) in such nominee’s individual capacity and onbehalf of any person or entity on whose behalf the nomination is being made,would be in compliance, if elected as a director of the corporation, and willcomply with all applicable corporate governance, conflict of interest,confidentiality and stock ownership and trading policies and guidelines of thecorporation.  The corporation may alsorequire such nominee to furnish such other information as may reasonably berequired by the corporation to determine the eligibility of such nominee toserve as an independent director of the corporation or that could be materialto a reasonable shareholder’s understanding of the independence, or lackthereof, of such nominee.

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# ARTICLE IIIDIRECTORS

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## 3.1                                 The number ofdirectors which shall constitute the whole board of directors shall be not lessthan one. Such number of directors shall from time to time be fixed anddetermined by the directors and shall be set forth in the notice of any meetingof shareholders held for the purpose of electing directors. The directors shallbe elected at the annual meeting of shareholders, except as provided in Section 3.2,and each director elected shall hold office until his successor shall beelected and qualify. Directors need not be residents of Texas or shareholdersof the corporation.

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## 3.2                                 Any vacancyoccurring in the board of directors may be filled by a majority of theremaining directors though less than a quorum of the board of directors. Adirector elected to fill a vacancy shall be elected for the unexpired term ofhis predecessor in office.

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## 3.3                                 The number ofdirectors may be increased or decreased from time to time as provided in thesebylaws but no decrease shall have the effect of shortening the term of anyincumbent director. Any directorship to be filled by reason of an increase inthe number of directors shall be filled by election at an annual or specialmeeting of shareholders.

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## 3.4                                 Any directormay be removed either for or without cause at any special meeting ofshareholders duly called and held for such purpose.

 

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MEETINGS OF THEBOARD OF DIRECTORS

 

## 3.5                                 Meetings of theboard of directors, regular or special, may be held either within or without theState of Texas.

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## 3.6                                 The firstmeeting of each newly elected board of directors shall be held at such time andplace as shall be fixed by the vote of the shareholders at the annual meetingand no notice of such meeting shall be necessary to the newly elected directorsin order legally to constitute the meeting, provided a quorum shall be present.In the event that the shareholders fail to fix the time and place of such firstmeeting, it shall be held without notice immediately following the annual meetingof shareholders, and at the same place, unless by the unanimous consent of thedirectors then elected and serving such time or place shall be changed.

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## 3.7                                 Regularmeetings of the board of directors may be held upon such notice, or withoutnotice, and at such time and at such place as shall from time to time bedetermined by the board.

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## 3.8                                 Specialmeetings of the board of directors may be called by the chairman of the boardof directors or the president and shall be called by the secretary on thewritten request of two directors. Notice of each special meeting of the boardof directors shall be given to each director at least 24 hours before the timeof the meeting.

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## 3.9                                 Attendance of adirector at any meeting shall constitute a waiver of notice of such meeting,except where a director attends for the express purpose of objecting to thetransaction of any business on the ground that the meeting is not lawfullycalled or convened. Except as may be otherwise provided by law or by thearticles of incorporation or by the bylaws, neither the business to betransacted at, nor the purpose of, any regular or special meeting of the boardof directors need be specified in the notice or waiver of notice of suchmeeting.

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## 3.10                           At all meetingsof the board of directors a majority of the directors shall constitute a quorumfor the transaction of business and the act of a majority of the directorspresent at any meeting at which there is a quorum shall be the act of the boardof directors, unless otherwise specifically provided by law, the articles ofincorporation or the bylaws. If a quorum shall not be present at any meeting ofdirectors, the directors present thereat may adjourn the meeting from time totime, without notice other than announcement at the meeting, until a quorumshall be present.

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## 3.11                           The board ofdirectors, by resolution passed by a majority of the full board, may from timeto time designate a member or members of the board to constitute committees,including an executive committee, which shall in each case consist of one ormore directors and shall have and may exercise such powers, as the board maydetermine and specify in the respective resolutions appointing them. A majorityof all the members of any such committee may determine its action and fix the timeand place of its meetings, unless the board of directors shall otherwiseprovide. The board of directors shall have power at any time to change thenumber, subject as aforesaid, and members of any such committee, to fillvacancies and to discharge any such committee.

 

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## 3.12                           Any actionrequired or permitted to be taken at a meeting of the board of directors or anycommittee may be taken without a meeting if a consent in writing, setting forththe action so taken, is signed by all the members of the board of directors or committee,as the case may be.

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## 3.13                           Members of theboard of directors or members of any committee designated by the board mayparticipate in and hold a meeting of such board or committee by means ofconference telephone or similar communications equipment by means of which allpersons participating in the meeting can hear each other, and participation ina meeting pursuant to this provision shall constitute presence in person atsuch meeting, except where a person participates in the meeting for the expresspurpose of objecting to the transaction of any business on the ground that themeeting is not lawfully called or convened.

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## 3.14                           By resolutionof the board of directors, the directors may be paid their expenses, if any, ofattendance at each meeting of the board of directors and may be paid a fixedsum for attendance at each meeting of the board of directors or a stated salaryas director. No such payment shall preclude any director from serving thecorporation in any other capacity and receiving compensation therefor.

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# ARTICLE IVNOTICES

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## 4.1                                 Any notice todirectors or shareholders shall be in writing and shall be delivered personallyor mailed to the directors or shareholders at their respective addressesappearing on the books of the corporation. Notice by mail shall be deemed to begiven at the time when the same shall be deposited in the United States mail,postage prepaid. Notice to directors may also be given by telegram.

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## 4.2                                 Whenever anynotice is required to be given under the provisions of the statutes or of thearticles of incorporation or of these bylaws, a waiver thereof in writingsigned by the person or persons entitled to such notice, whether before orafter the time stated therein, shall be deemed equivalent to the giving of suchnotice.

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# ARTICLE VOFFICERS

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## 5.1                                 The officers ofthe corporation shall include a president and a secretary. The board ofdirectors may appoint such other officers and agents as it deems necessary oradvisable, including, without limitation, a chief executive officer, a chairmanof the board, a vice chairman of the board, a treasurer, one or more vicepresidents (which may be designated executive vice presidents or senior vicepresidents), and one or more assistant vice presidents, assistant secretariesand assistant treasurers. Any two or more offices may be held by the sameperson. Each officer shall exercise such powers and perform such duties asprovided hereinafter or as determined by the board of directors. No officershall execute, acknowledge, verify or countersign any instrument on behalf ofthe corporation in more than one capacity, if such instrument is required bylaw, by these bylaws or by any act of the corporation to be executed, 

 

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## acknowledged, verified or countersigned bytwo or more officers. The chairman and vice chairman of the board shall beelected from among the directors. With the foregoing exceptions, none of theother officers need be a director, and none of the officers need be a shareholderof the corporation.

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## 5.2                                 The officers ofthe corporation shall be elected annually by the board of directors at itsfirst regular meeting held after the annual meeting of shareholders or as soonthereafter as conveniently possible. Each officer shall hold office until hissuccessor shall have been chosen and shall have qualified or until his death orthe effective date of his resignation or removal, or until he shall cease to bea director in the case of the chairman and vice chairman.

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## 5.3                                 Any officer oragent elected or appointed by the board of directors may be removed withoutcause by the affirmative vote of a majority of the board of directors whenever,in its judgment, the best interests of the corporation shall be served thereby,but such removal shall be without prejudice to the contractual rights, if any,of the person so removed. Any officer may resign at any time by giving writtennotice to the corporation. Any such resignation shall take effect at the dateof the receipt of such notice or at any later time specified therein, andunless otherwise specified therein, the acceptance of such resignation shallnot be necessary to make it effective.

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## 5.4                                 Any vacancyoccurring in any office of the corporation by death, resignation, removal orotherwise, may be filled by the board of directors for the unexpired portion ofthe term.

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## 5.5                                 The salaries ofall officers and agents of the corporation shall be fixed by the board ofdirectors or pursuant to its direction; and no officer shall be prevented fromreceiving such salary by reason of his also being a director.

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## 5.6                                 The chairman ofthe board (if such officer is appointed by the board of directors) shallpreside at all meetings of the board of directors or of the shareholders of thecorporation. In the chairman’s absence, such duties shall be attended to by thevice chairman of the board (if such officer is appointed by the board ofdirectors). The chairman shall formulate and submit to the board of directorsor the executive committee matters of general policy for the corporation andshall perform such other duties as usually appertain to the office or as may beprescribed by the board of directors or the executive committee.

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## 5.7                                 The chiefexecutive officer (if such officer is appointed by the board of directors)shall, subject to the control of the board of directors, supervise and controlthe business and affairs of the corporation, and shall see that all orders andresolutions of the board of directors and the executive committee are carriedinto effect. He shall have all powers and duties of supervision and managementusually vested in the general manager of a corporation, including the power toappoint and remove subordinate officers, agents and employees, except thoseelected or appointed by the board of directors. In the absence of the chairmanof the board or the vice chairman of the board (if such officer is appointed bythe board of directors), the chief executive officer shall preside at allmeetings of the board of directors and of the shareholders. He may also presideat any such meeting attended by the chairman or vice chairman of the board ifhe is so designated by the chairman, or in the chairman’s absence, by the vicechairman. The 

 

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## chief executive officer shall keep the boardof directors and the executive committee fully informed and shall consult withthem concerning the business of the corporation. He shall also perform suchother duties as may be prescribed by the shareholders, the board of directorsor the executive committee.

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## 5.8                                 If no chiefexecutive officer is appointed by the board of directors, the president shallbe the chief executive officer of the corporation. Subject to the control ofthe board of directors and the chief executive officer (if such officer isappointed by the board of directors), the president shall in general superviseand control the business and affairs of the corporation. In the absence of thechairman of the board, the vice chairman of the board and the chief executiveofficer (if such officers are appointed by the board of directors), thepresident shall preside at all meetings of the board of directors and of theshareholders. He may also preside at any such meeting attended by the chairmanor vice chairman of the board or the chief executive officer if he is sodesignated by the chairman, or in the chairman’s absence, by the vice chairman,or in the vice chairman’s absence, by the chief executive officer. Subject tothe control of the chief executive officer (if such officer is appointed by theboard of directors), the president shall have the power to appoint and removesubordinate officers, agents and employees, except those elected or appointedby the board of directors. The president shall keep the board of directors andthe executive committee fully informed and shall consult with them concerningthe business of the corporation. He may sign with the secretary or any otherofficer of the corporation thereunto authorized by the board of directors,certificates for shares of the corporation and any deeds, bonds, mortgages,contracts, checks, notes, drafts or other instruments which the board ofdirectors has authorized to be executed, except in cases where the signing andexecution thereof has been expressly delegated by these bylaws or by the boardof directors to some other officer or agent of the corporation, or shall berequired by law to be otherwise executed. He shall vote, or give a proxy to anyother officer of the corporation to vote, all shares of stock of any othercorporation standing in the name of the corporation and in general he shallperform all other duties normally incident to the office of president and suchother duties as may be prescribed by the shareholders, the board of directorsor the executive committee.

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## 5.9                                 If one or morevice presidents are appointed by the board of directors, in the absence of thepresident, or in the event of his inability or refusal to act, the executivevice president (or in the event there shall be no vice president designatedexecutive vice president, any vice president designated by the board ofdirectors) shall perform the duties and exercise the powers of the president.Any vice president may sign, with the secretary or assistant secretary,certificates for shares of the corporation. The vice presidents shall performsuch other duties as from time to time may be assigned to them by thepresident, the board of directors or the executive committee.

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## 5.10                           The secretaryshall (a) keep the minutes of the meetings of the shareholders, the boardof directors and committees of directors; (b) see that all notices areduly given in accordance with the provisions of these bylaws and as required bylaw; (c) be custodian of the corporate records and of the seal of the corporation,and see that the seal of the corporation or a facsimile thereof is affixed toall certificates for shares prior to the issue thereof and to all documents,the execution of which on behalf of the corporation under its seal is dulyauthorized in accordance with the provisions of these bylaws; (d) keep orcause to be kept a register of the post office address of each shareholderwhich shall be furnished by such shareholder; (e) sign 

 

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## with the president, or an executive vicepresident or vice president, certificates for shares of the corporation, theissue of which shall have been authorized by resolution of the board ofdirectors; (f) have general charge of the stock transfer books of thecorporation; and (g) in all duties normally incident to the office ofsecretary and such other duties as from time to time may be assigned to him bythe president, the board of directors or the executive committee.

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## 5.11                           If a treasureris appointed by the board of directors, the board of directors may require thatthe treasurer give a bond for the faithful discharge of his duties in such sumand with such surety or sureties as the board of directors shall determine. Heshall (a) have charge and custody of and be responsible for all funds andsecurities of the corporation; receive and give receipts for moneys due andpayable to the corporation from any source whatsoever and deposit all suchmoneys in the name of the corporation in the corporation’s banks, trust companiesor other depositories; (b) prepare, or cause to be prepared, forsubmission at each regular meeting of the board of directors, at each annualmeeting of the shareholders, and at such other times as may be required by theboard of directors, the president or the executive committee, a statement offinancial condition of the corporation in such detail as may be required; and (c) ingeneral, perform all the duties incident to the office of treasurer and suchother duties as from time to time may be assigned to him by the president, theboard of directors or the executive committee.

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## 5.12                           The assistantsecretaries and assistant treasurers (if such officers are appointed by theboard of directors) shall, in general, perform such duties as shall be assignedto them by the secretary or the treasurer, respectively, or by the president,the board of directors or the executive committee. The assistant secretariesand assistant treasurers shall, in the absence of the secretary or treasurer,respectively, perform all functions and duties which such absent officers maydelegate, but such delegation shall not relieve the absent officer from theresponsibilities and liabilities of his office. The assistant secretaries maysign, with the president or a vice president, certificates for shares of thecorporation, the issue of which shall have been authorized by a resolution ofthe board of directors. The assistant treasurers shall respectively, ifrequired by the board of directors, give bonds for the faithful discharge of theirduties in such sums and with such sureties as the board of directors shalldetermine.

#  

# ARTICLE VICERTIFICATES REPRESENTING SHARES

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## 6.1                                 The shares ofthe corporation shall be represented by certificates or may beuncertificated.  Any shares of the corporationrepresented by certificates shall be signed by the president or a vicepresident and the secretary or an assistant secretary of the corporation, andmay be sealed with the seal of the corporation or a facsimile thereof.

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## 6.2                                 Within areasonable time after the issuance or transfer of uncertificated stock, thecorporation shall send to the registered owner of the uncertificated shares awritten notice that sets forth all of the information required by Article 2.19of the Texas Business Corporation Act.

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## 6.3                                 The signaturesof the president or vice president and the secretary or assistant secretaryupon any certificate may be facsimiles if the certificate is countersigned by atransfer agent, or registered by a registrar, other than the corporation itselfor an employee of the 

 

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## corporation. In case any officer who has signed or whose facsimile signature has beenplaced upon a certificate shall have ceased to be such officer before thecertificate is issued, it may be issued by the corporation with the same effectas if he were such officer at the date of its issue.

 

LOST CERTIFICATES

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## 6.4                                 The board ofdirectors may direct a new certificate to be issued in place of any certificatetheretofore issued by the corporation alleged to have been lost ordestroyed.  When authorizing the issue ofa new certificate, the board of directors, in its discretion and as a conditionprecedent to the issuance thereof, may prescribe such terms and conditions asit deems expedient and may require such indemnities as it deems adequate toprotect the corporation from any claim that may be made against it with respectto any such certificate alleged to have been lost or destroyed.

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## 6.5                                 Upon surrenderto the corporation or the transfer agent of the corporation of a certificaterepresenting shares duly endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer, a new certificate may beissued to the person entitled thereto and the old certificate canceled and thetransaction recorded upon the books of the corporation.

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## 6.6                                 Notwithstandinganything to the contrary in these bylaws, the corporation shall not be requiredto issue a new certificate, or any certificate at all, if the corporation has determinedthat such shares shall be uncertificated.

 

CLOSING OFTRANSFER BOOKS

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## 6.7                                 For the purposeof determining shareholders entitled to notice of or to vote at any meeting ofshareholders, or any adjournment thereof, or entitled to receive payment of anydividend, or in order to make a determination of shareholders for any otherproper purpose, the board of directors may provide that the stock transferbooks shall be closed for a stated period but not to exceed, in any case, fiftydays. If the stock transfer books shall be closed for the purpose ofdetermining shareholders entitled to notice of or to vote at a meeting ofshareholders, such books shall be closed for at least ten days immediatelypreceding such meeting. In lieu of closing the stock transfer books, the boardof directors may fix in advance a date as the record date for any suchdetermination of shareholders, such date in any case to be not more than fiftydays and, in case of a meeting of shareholders, not less than ten days prior tothe date on which the particular action, requiring such determination ofshareholders, is to be taken. If the stock transfer books are not closed and norecord date is fixed for the determination of shareholders entitled to noticeof or to vote at a meeting of shareholders, or shareholders entitled to receivepayment of a dividend, the date on which notice of the meeting is mailed or thedate on which the resolution of the board of directors declaring such dividendis adopted, as the case may be, shall be the record date for such determinationof shareholders. When a determination of shareholders entitled to vote at anymeeting of shareholders has been made as provided in this section, suchdetermination shall be applied to any adjournment thereof except where the determinationhas been made through the closing of the stock transfer books and the statedperiod of closing has expired.

 

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REGISTEREDSHAREHOLDERS

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## 6.8                                 The corporationshall be entitled to recognize the exclusive right of a person registered onits books as the owner of shares to receive dividends, and to vote as suchowner, and shall not be bound to recognize any equitable or other claim to orinterest in such share or shares on the part of any other person, whether ornot it shall have express or other notice thereof, except as otherwise providedby the laws of Texas.

 

LIST OFSHAREHOLDERS

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## 6.9                                 The officer oragent having charge of the transfer books for shares shall make, at least tendays before each meeting of shareholders, a complete list of the shareholdersentitled to vote at such meeting, arranged in alphabetical order, with theaddress of each and the number of shares held by each, which list, for a periodof ten days prior to such meeting, shall be kept on file at the registeredoffice of the corporation and shall be subject to inspection by any shareholderat any time during usual business hours. Such list shall also be produced andkept open at the time and place of the meeting and shall be subject to theinspection of any shareholder during the whole time of the meeting. Theoriginal share ledger or transfer book, or a duplicate thereof, shall be primafacie evidence as to who are the shareholders entitled to examine such list orshare ledger or transfer book or to vote at any meeting of the shareholders.

#  

# ARTICLE VIIGENERAL PROVISIONS

 

DIVIDENDS

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## 7.1                                 Subject to theprovisions of the articles of incorporation relating thereto, if any, dividendsmay be declared by the board of directors, in its discretion, at any regular orspecial meeting, pursuant to law. Dividends may be paid in cash, in property orin the corporation’s own shares, subject to any provisions of the articles ofincorporation.

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## 7.2                                 Before paymentof any dividend, there may be set aside out of any funds of the corporationavailable for dividends such sum or sums as the directors from time to time, intheir absolute discretion, think proper as a reserve fund for meetingcontingencies, or for equalizing dividends, or for repairing or maintaining anyproperty of the corporation, or for such other purpose as the directors shallthink conducive to the interest of the corporation, and the directors maymodify or abolish any such reserve in the manner in which it was created.

 

CHECKS

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## 7.3                                 All checks ordemands for money and notes of the corporation shall be signed by such officeror officers or such other person or persons as the board of directors may fromtime to time designate.

 

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FISCAL YEAR

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## 7.4                                 The fiscal yearof the corporation shall be fixed by resolution of the board of directors.

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## 7.5                                 The corporateseal shall be in such form as may be prescribed by the board of directors. Theseal may be used by causing it or a facsimile thereof to be impressed oraffixed or in any manner reproduced.

 

BOOKS AND RECORDS

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## 7.6                                 The corporationshall keep correct and complete books and records of account and shall keepminutes of the proceedings of its shareholders and board of directors, andshall keep at its registered office or principal place of business, or at theoffice of its transfer agent or registrar, a record of its shareholders, givingthe names and addresses of all shareholders and the number and class of theshares held by each.

#  

# ARTICLE VIIIINDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Article 2.02-1 of theTexas Business Corporation Act (the “Article”) permits the corporation toindemnify its present and former directors and officers to the extent and underthe circumstances set forth therein. In addition, in some instances,indemnification is required by the Article. The corporation hereby elects toand does hereby indemnify the following persons to the fullest extent permittedor required by the Article promptly upon request of any such person makinga request for indemnity hereunder: (a) any person who is or was a directoror officer of the corporation; (b) any person who while a director orofficer of the corporation, is or was serving at the request of the corporationas a director, officer, partner, venturer, proprietor, trustee, employee, agentor similar functionary of another foreign or domestic corporation, partnership,joint venture, sole proprietorship, trust, employee benefit plan or otherenterprise; and (c) any person who is not or was not a director or officerof the corporation but who is or was serving at the request of the corporationas a director, officer, partner, venturer, proprietor, trustee, employee, agentor similar functionary of another foreign or domestic corporation, partnership,joint venture, sole proprietorship, trust, employee benefit plan or otherenterprise. Such obligation to so indemnify and to so make such determinationsmay be specifically enforced by resort to any court of competent jurisdiction.Further, the corporation shall pay or reimburse the reasonable expenses of suchpersons covered hereby in advance of the final disposition of any proceeding tothe fullest extent permitted by the Article and subject to the conditionsthereof. If the Texas Business Corporation Act or any other applicable Texasstatute is hereafter amended to authorize a corporation to further indemnifythe above described persons, the corporation shall, in addition to theindemnification provided herein, indemnify such persons to the fullest extentpermitted or required under such amended act or statute. Any repeal ormodification of this Article VIII by the directors or shareholders of thecorporation shall be prospective only, and shall not adversely affect anyindemnity obligation existing hereunder at the time of such repeal ormodification.

 

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#  

# ARTICLE IXAMENDMENTS

 

These bylaws may be altered,amended, or repealed or new bylaws may be adopted by a majority of the wholeboard of directors at any regular or special meeting.

 

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