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EXHIBIT 3.3 AMENDED AND RESTATED
BYLAWS OF
SCHLOTZSKYS, INC. 1. Offices 1.1 Principal Office. The principal office of the Corporation shall be
located in Austin, Texas. 1.2 Other Office. The Corporation may also have offices at such other
places within or without the State of Texas as the board of directors may from
time to time determine or the business of the Corporation may require. 2. Meetings of Shareholders 2.1 Annual Meeting. The annual meeting of shareholders for the election
of directors and such other business as may properly be brought before the
meeting shall be held at such place within or without the State of Texas and at
such date and time as shall be designated by the board of directors and stated
in the notice of the meeting or in a duly executed waiver of notice thereof. 2.2 Special Meetings. Special meetings of the shareholders may be called
(a) by the president or the board of directors, or (b) by the holders of at
least 10% of all the shares entitled to vote at the proposed meeting; provided
that when a meeting is to be called by the holders of at least one-tenth
(1/10th) of all shares entitled to vote at the meeting for a purpose other than
the removal of one or more directors in accordance with these Bylaws, prior
notice of such meeting and the purposes therefor must be set forth in writing
to, and timely filed with, the secretary of the Corporation. To be considered
timely, such prior notice must be delivered either in person or by United
States Certified Mail, postage prepaid, and received at the principal executive
offices of the Corporation not less than 120 days nor more than 150 days before
the proposed date of the special meeting of shareholders. Business transacted
at any special meeting shall be confined to the purposes stated in the prior
notice provided to the secretary of the Corporation and in the notice of the
meeting provided to shareholders. A meeting called by the holders of at least
one-tenth (1/10th) of all shares entitled to vote at the meeting for a purpose
other than the removal of one or more directors, may be canceled or rescheduled
by the board of directors if such a meeting would occur within 60 days of the
Corporations annual meeting. The record date for determining shareholders
entitled to call a special meeting shall be determined by the Board of
Directors. 2.3 Notice and Waivers of Notice. (a) Written notice stating the place, date and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than 10 nor more than 60 days before the
date of the meeting, either personally or by mail, by or at the direction of
the president, the secretary, or the officer or persons calling the meeting, to




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each shareholder entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the share transfer
records of the Corporation. (b) Notice may be waived in writing signed by the person or persons
entitled to such notice. Such waiver may be executed at any time before or
after the holding of such meeting. Attendance at a meeting shall constitute a
waiver of notice, except where the person attends for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called. (c) Any notice required to be given to any shareholder, under any
provision of the Texas Business Corporation Act, as amended (the Act), the
Articles of Incorporation or these Bylaws, need not be given to the shareholder
if (1) notice of two consecutive annual meetings and all notices of meetings
held during the period between those annual meetings, if any, or (2) all (but
in no event less than two) payments (if sent by first class mail) of
distributions or interest on securities during a 12-month period have been
mailed to that person, addressed at his address as shown on the records of the
Corporation, and have been returned undeliverable. Any action or meeting taken
or held without notice to such a person shall have the same force and effect as
if the notice had been duly given and, if the action taken by the Corporation
is reflected in any articles or document filed with the Secretary of State,
those articles or that document may state that notice was duly given to all
persons to whom notice was required to be given. If such a person delivers to
the Corporation a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated. 2.4 Record Date. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or entitled to receive payment of any dividend, the board of directors may in
advance establish a record date which must be at least 10 but not more than 60
days prior to such meeting. If the board of directors fail to establish a
record date, the record date shall be the date on which notice of the meeting
is mailed. 2.5 Voting List. (a) The officer or agent having charge of the stock transfer books for
shares of the Corporation shall make, at least ten days before each meeting of
shareholders, 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 list, for a period of
ten days prior to such meeting, shall be kept on file at the registered office
of the Corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The
original stock transfer book shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or vote at any
meeting of shareholders. (b) Failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting. 2




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(c) An officer or agent having charge of the stock transfer books who
shall fail to prepare the list of shareholders or keep the same on file for a
period of ten days, or produce and keep it open for inspection as provided in
this section, shall be liable to any shareholder suffering damage on account of
such failure, to the extent of such damage. In the event that such officer or
agent does not receive notice of a meeting of shareholders sufficiently in
advance of the date of such meeting reasonably to enable him to comply with the
duties prescribed by these Bylaws, the Corporation, but not such officer or
agent shall be liable to any shareholder suffering damage on account of such
failure, to the extent of such damage. 2.6 Quorum of Shareholders. With respect to any matter, a quorum shall be
present at a meeting of shareholders if the holders of a majority of the shares
entitled to vote on that matter are represented at the meeting, in person or by
proxy, unless otherwise provided in the Articles of Incorporation in accordance
with the Act. Unless otherwise provided in the Articles of Incorporation, the
shareholders represented in person or by proxy at a meeting of shareholders at
which a quorum is not present may adjourn the meeting until such time and to
such place as may be determined by a vote of the holders of a majority of the
shares represented in person or by proxy at that meeting. 2.7 Withdrawal of Quorum. Unless otherwise provided in the Articles of
Incorporation, once a quorum is present at a meeting of shareholders, the
shareholders represented in person or by proxy at the meeting may conduct such
business as may properly be brought before the meeting until it is adjourned,
and the subsequent withdrawal from the meeting of any shareholder or the
refusal of any shareholder represented in person or by proxy to vote shall not
effect the presence of a quorum at the meeting. 2.8 Voting on Matters Other Than the Election of Directors. With respect
to any matter, other than the election of directors or a matter for which the
affirmative vote of the holders of a specified portion of the shares entitled
to vote is required by the Act, the affirmative vote of the holders of a
majority of the shares entitled to vote on that matter and represented in
person or by proxy at a meeting of shareholders at which a quorum is present
shall be the act of the shareholders, unless otherwise provided in the Articles
of Incorporation. 2.9 Voting in the Election of Directors. Directors shall be elected in
the manner provided in the Articles of Incorporation. 2.10 Method of Voting. The holders of outstanding shares of capital stock
of the Corporation shall be entitled to vote on matters submitted to a vote of
shareholders as provided in the Articles of Incorporation. Any shareholder may
vote either in person or by proxy executed in writing by the shareholder. No
proxy shall be valid after 11 months from the date of its execution, unless
otherwise provided in the proxy. 3




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2.11 Action Without Meetings. (a) Any action that may be taken at any shareholders meeting may be
taken without a meeting if consents in writing setting forth the action to be
taken are signed by the holders of outstanding shares having not less than the
number of votes that would be necessary to authorize such action at a meeting
at which all shares entitled to vote thereon were present and voted are
delivered to the Corporation. Any party desiring to present a matter to the
shareholders for written consent shall give notice to the Secretary of the
Corporation not less than 60 days prior to the date the consent solicitation is
to be initiated. The Board may fix the record date for determining the
shareholders who shall be entitled to vote on the matter presented for written
consent at any time prior to the date such consent solicitation is to be
initiated. The Board may also fix the expiration date of the consent
solicitation period. In the event that the Board does not set a record date,
the record date will be the date of the first consent. Upon receipt of a
written consent from any shareholder, the Corporation shall determine the
validity of such consent. Any shareholders written consent that cannot be
validated within 10 days of the expiration of the consent solicitation period
shall be deemed invalid, and shall not be counted in determining whether the
requisite number of votes for the matter presented for consent have been
obtained. (b) A telegram, telex, cablegram, or similar transmission by a
shareholder, or a photographic, photostatic, facsimile, or similar
reproduction of a writing signed by a shareholder, shall be regarded as signed
by the shareholder for purposes of this section. (c) Prompt notice of the taking of any action by shareholders without a
meeting by less than unanimous written consent shall be given to those
shareholders who did not consent in writing to the action. 2.12 Conduct of Meeting. The Chairman of the Board, if such office has
been filled, and, if not or if the Chairman of the Board is absent or otherwise
unable to act, the President shall preside at all meetings of shareholders.
The Secretary shall keep the records of each meeting of shareholders. In the
absence or inability to act of any such officer, such officers duties shall be
performed by the officer given the authority to act for such absent or
non-acting officer under these by-laws or by a person appointed by the meeting. 2.13 Shareholder Proposals at Annual Meetings. At an annual meeting of
the shareholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of directors, otherwise
properly brought before the meeting by or at the direction of the board of
directors or otherwise properly brought before the meeting by a shareholder.
In addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be considered timely, a shareholders notice must be delivered either in person
or by United States certified mail, postage prepaid, and received at the
principal executive offices of the corporation (a) not less than one hundred
twenty (120) days nor more than one hundred fifty (150) days before the first
anniversary date of the corporations proxy statement in connection with the
last annual meeting of shareholders, or (b) if no annual meeting has been
called after the expiration of more than
thirty (30) days from the date for such meeting 4




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contemplated at the time of the
previous years proxy statement, not less than a reasonable time, as determined
by the board of directors, prior to the date of the applicable annual meeting.
A shareholders notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting, (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and record address of the shareholder proposing such business, (iii) the class
and number of shares of the Corporation that are beneficially owned by the
shareholder, and (iv) any material interest of the shareholder in such
business. Notwithstanding anything in these by-laws to the contrary, no
business shall be conducted at the annual meeting except in accordance with the
procedures set forth in this section 2.13, provided, however, that nothing in
this section 2.13 shall be deemed to preclude discussion by any shareholder of
any business properly brought before the annual meeting in accordance with said
procedure. 2.14 Nominations of Persons for Election to the Board of Directors. In
addition to any other applicable requirements, only persons who are nominated
in accordance with the following procedures shall be eligible for election as
directors. Nominations of persons for election to the board of directors of
the Corporation may be made at a meeting of shareholders by or at the direction
of the board of directors, by any nominating committee or person appointed by
the board of directors or by any shareholder of the Corporation entitled to
vote for the election of directors at the meeting who complies with the notice
procedures set forth in this section 2.14. Such nominations, other than those
made by or at the direction of the board of directors, shall be made pursuant
to timely notice in writing to the Secretary of the Corporation. To be
considered timely, a shareholders notice must be delivered either in person or
by United States certified mail, postage prepaid, and received at the principal
executive offices of the Corporation (a) not less than one hundred twenty (120)
days nor more than one hundred fifty (150) days before the first anniversary
date of the Corporations proxy statement in connection with the last annual
meeting of shareholders, or (b) if no annual meeting has been called after the
expiration of more than thirty (30) days from the date for such meeting
contemplated at the time of the previous years proxy statement, not less than
a reasonable time, as determined by the board of directors, prior to the date
of the applicable annual meeting. Such shareholders notice shall set forth
(a) as to each person whom the shareholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares of the Corporation beneficially
owned by the person, and (iv) any other information relating to the person that
is required to be disclosed in solicitations for proxies for election of
directors pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended; and (b) as to the shareholder giving the notice, (i) the name and
record address of the shareholder, and (ii) the class and number of shares of
the Corporation beneficially owned by the shareholder. The Corporation may
require any proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility of such
proposed nominee to serve as a director of the Corporation. No person shall be
eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth herein. These provisions shall not
apply to nomination of any persons entitled to be separately elected by holders
of preferred stock. 2.15 Inspectors. The board of directors may, in advance of any meeting of
shareholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. 5




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If any of the inspectors so appointed shall fail to
appear or act, the chairman of the meeting shall, or if inspectors shall not
have been appointed, the chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, and the validity and
effect of proxies and shall receive votes, ballots, or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots, or consents, determine the
results, and do such acts as are proper to conduct the election or vote with
fairness to all shareholders after consultation with counsel to the Corporation
as to any issues of law. On request of the chairman of the meeting, the
inspectors shall make a report in writing of any challenge, request, or matter
determined by them and shall execute a certificate of any fact found by them.
No director or candidate for the office of director shall act as an inspector
of an election of directors. Inspectors need not be shareholders. 3. Directors 3.1 Powers. The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors, except as otherwise
provided by applicable law or the Articles of Incorporation, which may exercise
all powers of the Corporation and perform all such lawful acts and do all such
lawful things that are not, by applicable law or the Articles of Incorporation,
directed or required to be exercised, performed, or done by the shareholders of
the Corporation. 3.2 Number. Except as otherwise provided by or fixed pursuant to the
provisions of Article IV, Section 8 (Class C Preferred Stock) of the Articles
of Incorporation with respect to the right(s) of holders of any Preferred Stock
or series of Preferred Stock to elect any additional director(s), the number of
directors which shall constitute the whole (as defined below) Board of
Directors shall be not less than three (3) and shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by the
Board of Directors. For purposes of this Section 3.2 (Number), whole shall
mean the total number of authorized directors, whether or not there exist any
vacancies on the Board of Directors or unfilled previously authorized
directorships, at the time such resolution is presented to the Board of
Directors for adoption. 3.3 Staggered Board and Election. Except as otherwise provided by or
fixed pursuant to the provisions of Article IV, Section 8 (Class C Preferred
Stock) of the Articles of Incorporation with respect to the right(s) of holders
of any Preferred Stock or series of Preferred Stock to elect any additional
director(s), the directors shall be divided into three (3) classes, designated
as Class A, Class B, and Class C (which at all times shall be as nearly equal
in number as possible), with the term of office of Class A directors to expire
at the 2005 Annual Meeting of Shareholders, the term of office of Class B
directors to expire at the 2003 Annual Meeting of Shareholders, and the term of
office of Class C directors to expire at the 2004 Annual Meeting of
Shareholders, upon election and qualification of their successors. At each
annual
meeting of shareholders after such classification, qualification, and
election, directors elected to succeed those directors whose terms shall have
expired shall be elected for a full term of office, 6




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as applicable, to expire at
the third ensuing annual meeting of shareholders after their election, upon
election and qualification of their successors. The directors of the
Corporation, except for any director(s) who may be elected as otherwise
provided by or fixed pursuant to the provisions of Article IV, Section 8 (Class
C Preferred Stock) of the Articles of Incorporation with respect to the
right(s) of holders of any Preferred Stock or series of Preferred Stock to
elect any additional director(s), shall be elected in accordance with this
Section 3.3 (Staggered Board and Election) by the shareholders of the
Corporation entitled to vote thereon at each annual meeting of shareholders.
Each director shall be at least 21 years of age. Directors need not be
shareholders of the Corporation. In any election of directors, the persons
receiving a plurality of the votes cast, up to the number of directors to be
elected in such election, shall be deemed elected. 3.4 Resignation or Removal. Directors may resign at any time by giving
notice to the Corporation in writing or by electronic transmission.
Electronic transmission means a form of communication that: (a) does not
directly involve the physical transmission of paper; (b) creates a record that
may be retained, retrieved, and reviewed by the recipient; and (c) may be
directly reproduced in paper form by the recipient through an automated
process. Subject to the right of the holders of any Preferred Stock or series
of Preferred Stock then outstanding, any director, or the entire Board of
Directors, may be removed from office at any time, but only for cause (as
defined below) and only by the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66 2/3%) of the voting power of the Voting
Stock (as defined below), voting together as a single class. Except as may
otherwise be provided by law, cause for removal shall exist only if any
director whose removal has been proposed: (a) has been convicted of a felony by a court of competent
jurisdiction and such conviction is no longer subject to direct appeal, (b) has been adjudged by a court of competent jurisdiction to be
liable for gross negligence or misconduct in the performance of the
duties of such director to the Corporation in connection with a matter of
substantial importance to the Corporation, and such adjudication has
become final and non-appealable, or (c) has missed three (3) consecutive meetings of the Board of
Directors. For purposes of these Bylaws, the term Voting Stock shall mean all
issued and outstanding shares of stock of the Corporation entitled to vote
generally in the election of directors or that otherwise are entitled to vote
with such stock on the specific matter in question. 3.5 Vacancies. Subject to the rights of the holders of any Preferred
Stock or series of Preferred Stock then outstanding, any vacancy occurring in
the Board of Directors by reason of resignation or removal or any directorship
to be filled by reason of an increase in the number of directors may be filled
by election at an annual or special meeting of shareholders called for that
purpose or may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the board of directors; provided,
however, that a directorship to be filled by reason of an increase in the
number of directors may be filled by the Board of Directors for a term of
office continuing only until the next election of one or more directors by the
shareholders
and the Board of Directors may not fill more than two such directorships
during the period between any two successive annual meetings of shareholders.
A director elected to fill a 7




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vacancy, other than a vacancy filled by the Board
of Directors by reason of an increase in the number of directors, shall be
elected for the unexpired term of his predecessor in office. 3.6 Nominations, Ballots, and Cumulative Voting. Advance notice of
nominations for the election of directors of the Corporation shall be given in
accordance with Section 2.14 of these Bylaws. Election of directors need not be
by written ballot unless these Bylaws shall so provide. No holders of shares
of stock of the Corporation shall have any right(s) to cumulate votes in the
election of directors of the Corporation. 3.7 Preferred Stock Directors. Notwithstanding the foregoing, whenever
the holders of any Preferred Stock or series of Preferred Stock shall be
entitled to elect any additional director(s) at an annual or special meeting of
shareholders, the election, term of office, filling of vacancies, and other
terms and features of such directorship(s) shall be governed by the terms and
features of the Articles of Incorporation, and any resolution(s) adopted
pursuant thereto, and the director(s) so elected shall not be divided into
classes pursuant to this Section 3 (Board of Directors) unless expressly
provided by such terms and features. 4. Meetings of the Board of Directors 4.1 Place. Meetings of the board of directors, regular or special, may be
held either within or without the State of Texas. 4.2 Regular Meetings. Regular meetings of the board of directors shall be
held at such dates and times and at such places as shall from time to time be
determined by the board of directors. Regular meetings may be held with or
without notice, as determined by the board of directors. 4.3 Special Meetings. Special meetings of the board of directors may be
called by the chairman of the board of directors or the president and shall be
called by the secretary on the written request of any two directors. Notice of
each special meeting of the board of directors shall be given to each director
at least 48 hours before the meeting is scheduled to convene. 4.4 Notice and Waiver of Notice. Notice of the date, time, place or
purpose of a regular or special meeting of the board of directors may be given
to the director by electronic transmission (as defined in Section 3.4 above).
Such director may revoke this method of notice in writing at any time. The
directors consent is deemed to be revoked if the Corporation is unable to
deliver by electronic transmission two consecutive notices, and the secretary
of the Corporation or other person responsible for delivering the notice on
behalf of the Corporation knows that the delivery of these two electronic
transmissions was unsuccessful. The inadvertent failure to treat the
unsuccessful transmissions as a revocation of the directors consent does not
invalidate a meeting or other action. An affidavit of the secretary or other
agent of the Corporation that notice has been given by electronic transmission
is, in the absence of fraud, prima facie evidence that notice was given.
Attendance of a director at any meeting shall constitute a waiver of notice of
such meeting, except where a director attends for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened. Except as may be
otherwise provided by law or by the Articles of Incorporation or by these
Bylaws, neither the business to be transacted at, nor the purpose of, any 8




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regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting. 4.5 Quorum of Directors; Vote Required. At all meetings of the Board of
Directors a majority of the Directors shall constitute a quorum for the
transaction of business and the act of a majority of the Directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present. 4.6 Action Without Meetings. Any action required or permitted to be taken
at a meeting of the board of directors or any committee may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed
by all the members of the board of directors or committee, as the case may be. 4.7 Committees. (a) The board of directors, by resolution adopted by a majority of the
directors present at a meeting called specifically for such purpose, may
designate from among its members one or more committees, each of which shall be
comprised of one or more of its members, and may designate one or more of its
members as alternate members of any committee, who may, subject to any
limitations imposed by the board of directors, replace absent or disqualified
members at any meeting of that committee. Any such committee, to the extent
provided in such resolution shall have and may exercise all of the authority of
the board of directors, subject to the limitations set forth below and in the
Act. (b) No committee of the board of directors shall have the authority of the
board of directors in reference to: 1. amending the Articles of Incorporation, except that a committee
may, to the extent provided in the resolution designating that committee
or in the Articles of Incorporation or the Bylaws, exercise the authority
of the board of directors vested in it in accordance with Article 2.13 of
the Act; 2. proposing a reduction of the stated capital of the Corporation in
the manner permitted by Article 4.12 of the Act; 3. approving a plan of merger or share exchange of the Corporation; 4. recommending to the shareholders the sale, lease, or exchange of
all or substantially all of the property and assets of the Corporation
otherwise than in the usual and regular course of its business; 5. recommending to the shareholders a voluntary dissolution of the
Corporation or a revocation thereof; 9




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6. amending, altering, or repealing these Bylaws of the Corporation
or adopting new Bylaws of the Corporation; 7. filling vacancies in the board of directors; 8. filling vacancies in or designating alternate members of any such
committee; 9. filling any directorship to be filled by reason of an increase in
the number of directors; 10. electing or removing officers of the Corporation or members or
alternate members of any such committee; 11. fixing the compensation of any member or alternate members of
such committee; or 12. altering or repealing any resolution of the board of directors
that by its terms provides that it shall not be so amendable or
repealable. (c) Unless the resolution designating a particular committee, the Articles
of Incorporation, or these Bylaws expressly so provide, no committee of the
board of directors shall have the authority to authorize a distribution or to
authorize the issuance of shares of the Corporation. (d) The designation of a committee of the board of directors and the
delegation thereto of authority shall not operate to relieve the board of
directors, or any member thereof, of any responsibility imposed by law. 4.8 Compensation. The Directors shall receive such compensation for their
services as directors as may be determined by resolution of the board of
directors. Each Director shall be reimbursed for travel and other reasonable
out-of-pocket expenses incurred by such Director in attending regular and
special meetings of the board of directors or any committee. The receipt of
compensation or reimbursement of expenses shall not preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. 10




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5. Officers 5.1 Election, Number, Qualification, Term, Compensation. The officers of
the Corporation shall be elected by the board of directors and shall consist of
a president, a vice-president, a secretary and a treasurer. The board of
directors may also elect a chairman of the board, additional vice-presidents,
one or more assistant secretaries and assistant treasurers and such other
officers and assistant officers and agents as it shall deem necessary, who
shall hold their offices for such terms and shall have such authority and
exercise such powers and perform such duties as shall be determined from time
to time by the board by resolution not inconsistent with these Bylaws. Two or
more offices may be held by the same person. None of the officers need be
directors except the president. The board of directors shall have the power to
enter into contracts for the employment and compensation of officers for such
terms as the board deems advisable. 5.2 Removal. The officers of the Corporation shall hold office until
their successors are elected or appointed and qualify, or until their death or
until their resignation or removal from office. Any officer elected or
appointed by the board of directors may be removed at any time by the board,
with or without cause. Such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an
officer shall not of itself create contract rights. 5.3 Vacancies. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise shall be filled by the board of
directors. 5.4 Authority. Officers and agents shall have such authority and perform
such duties in the management of the Corporation as may be provided in these
Bylaws. 5.5 Chairman of the Board. The chairman of the board, if one is elected,
shall preside at all meetings of the board of directors and of the shareholders
and shall have such other powers and duties as may from time to time be
prescribed by the board of directors upon written directions given to him
pursuant to resolutions duly adopted by the board of directors. 5.6 President. The president shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
affairs of the Corporation and shall see that all orders and resolutions of the
board of directors are carried into effect. He shall preside at all meetings
of the shareholders and of the board of directors, unless a chairman of the
board has been elected, in which event the president shall preside at meetings
of the shareholders and of the board of directors in the absence or disability
of the chairman of the board. 5.7 Vice-President. Vice-presidents, including executive vice-presidents
and senior vice-presidents, in the order of their seniority, unless otherwise
determined by the board of directors, shall, in the absence or disability of
the president, perform the duties and have the authority and exercise the
powers of the president. They shall perform such other duties and have such
other authority and powers as the board of directors may from time to time
prescribe or as the president may from time to time delegate. 11




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5.8 Secretary. The secretary shall attend all meetings of the board of
directors and all meetings of shareholders and record all of the proceedings of
the meetings of the board of directors and of the shareholders in a minute book
to be kept for that purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be. He shall keep in
safe custody the seal of the Corporation and, when authorized by the board of
directors, shall affix the same to any instrument requiring it and, when so
affixed, it shall be attested by his signature or by the signature of an
assistant secretary or of the treasurer. 5.9 Treasurer. (a) The treasurer shall have custody of the corporate funds and securities
and shall keep full and accurate accounts and records of receipts,
disbursements and other transactions in books belonging to the Corporation, and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the
board of directors. (b) The treasurer shall disburse the funds of the Corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the president or board of directors so requires,
an account of all his transactions as treasurer and of the financial condition
of the Corporation. (c) If required by the board of directors, the treasurer shall give the
Corporation a bond of such type, character and amount as the board of directors
may require. 5.10 Assistant Secretary and Assistant Treasurer. In the absence of the
secretary or treasurer, an assistant secretary or assistant treasurer,
respectively shall perform the duties of the secretary or treasurer. Assistant
treasurers may be required to give bond as provided in section 5.9(c). The
assistant secretaries and assistant treasurers, in general shall have such
powers and perform such duties as the treasurer or secretary, respectively, or
the board of directors or president may prescribe. 6. Certificates Representing Shares 6.1 Certificates. The shares of the Corporation shall be represented by
certificates signed by the president or a vice-president and the secretary or
an assistant secretary of the Corporation, and may be sealed with the seal of
the Corporation or a facsimile thereof. The signatures of the president or
vice-president and the secretary or assistant secretary upon a certificate may
be facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee of
the Corporation. The certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued. Each certificate
shall state on the face thereof the holders name, the number and class of
shares, and the par value of such shares or a statement that such shares are
without par value. 12




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6.2 Payment, Issuance. Shares may be issued for such consideration, not
less than the par value thereof, as may be fixed from time to time by the board
of directors. The consideration for the payment of shares shall consist of
money paid, labor done or property actually received. Shares may not be issued
until the full amount of the consideration fixed therefor has been paid. 6.3 Lost, Stolen or Destroyed Certificates. The board of directors may
direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed upon
the making of an affidavit of that fact by the person claiming the certificate
to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, prescribe such terms and conditions as it
deems expedient and may require such indemnities as it deems adequate to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed. 6.4 Registration of Transfer. Shares of stock shall be transferable only
on the books of the Corporation by the holder thereof in person or by his duly
authorized attorney. Upon surrender to the Corporation or the transfer agent
of the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto and the old
certificate canceled and the transaction recorded upon the books of the
Corporation. 6.5 Registered Owner. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as of the record date as
the owner of shares to receive dividends or other distributions, and to vote as
such owner, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of the State of Texas. The person in whose name the shares are or
were registered in the stock transfer books of the Corporation as of the record
date shall be deemed to be the owner of the shares registered in his name at
that time. Neither the Corporation nor any of its officers, directors, or
agents shall be under any liability for making such a distribution to a person
in whose name shares were registered in the stock transfer books
as of the record date or to the heirs, successors, or assigns of the person,
even though the person, or his heirs, successors, or assigns, may not possess a
certificate for shares. 7. Dividends 7.1 Declaration and Payment. Subject to the Act and the Articles of
Incorporation, dividends may be declared by the board of directors, in its
discretion, at any regular or special meeting, pursuant to law and may be paid
in cash, in property or in the Corporations own shares. 7.2 Reserves. Before payment of any dividend, the board of directors, by
resolution, may create a reserve or reserves out of the Corporations surplus
or designate or allocate any part or all of such surplus in any manner for any
proper purpose or purposes, and may increase, create, or abolish any such
reserve, designation, or allocation in the same manner. 13




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8. Protection of Officers, Directors and Employees 8.1 Indemnification. The Corporation shall indemnify any person who was,
is, or is threatened to be made a named defendant or respondent in a proceeding
(which term shall mean any threatened or pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, any appeal in such an action, suit, or proceeding, and any
inquiry or investigation that could lead to such an action, suit, or
proceeding) because the person is or was a director of the Corporation, or who,
while a director of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise (such person being referred to in
this part 8 as an indemnified person) as follows: (a) An indemnified person shall be indemnified against judgments,
penalties (including excise and similar taxes), fines, settlements and
reasonable expenses (including, without limitation, court costs and attorneys
fees) actually incurred by the indemnified person in connection with the
proceeding; but if an indemnified person (i) is found liable to the Corporation
or (ii) is found liable on the basis that personal benefit was improperly
received by him, whether or not the benefit resulted from an action taken in
his official capacity (as such term is defined in Art. 2.02-1.A of the Act),
the indemnification (x) shall be limited to reasonable expenses actually
incurred by the director in connection with the proceeding and (y) shall not be
made in respect of any proceeding in which the indemnified person shall have
been found liable for willful or intentional misconduct in the performance of
his duty to the Corporation. (b) An indemnified person shall be indemnified against obligations
resulting from the proceedings referred to in paragraph (a) above only if it is
determined in accordance with paragraph (c) below that he conducted himself in
good faith and reasonably believed, in the case of conduct in his official
capacity, that his conduct was in the Corporations best interest, and in all
other cases that his conduct was at least not opposed to the Corporations best
interests. In the
case of any criminal proceeding, an additional determination must be made that
such indemnified person had no reasonable cause to believe his conduct was
unlawful. (c) A determination of indemnification under paragraph (b) above must be
made: (i) by a majority vote of a quorum consisting of directors who at
the time of the vote are not named defendants or respondents in the
proceeding; (ii) if such a quorum cannot be obtained, by a majority vote of a
committee of the Board of Directors, designated to act in the matter by a
majority vote of all directors, consisting solely of two or more
directors who at the time of the vote are not named defendants or
respondents in the proceeding; (iii) by special legal counsel selected by the Board of Directors or
a committee of the Board by vote as set forth in (i) or (ii) above, or,
if such quorum cannot be obtained and such a committee cannot be
established, by a majority vote of all directors, or 14




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(iv) by the shareholders in a vote that excludes the shares held by
directors who are named defendants or respondents in the proceeding. (d) Authorization of indemnification and determination as to
reasonableness of expenses must be made in the same manner as is the
determination that indemnification is permissible, as set forth in paragraph
(c) above, except that if the determination that indemnification is permissible
is made by special legal counsel, authorization of indemnification and
determination as to the reasonableness of expenses must be made in the manner
specified in clause (iii) of paragraph (c) above for the selection of special
counsel. (e) The indemnification permitted under this section 8.1 shall be
mandatory and this paragraph (e) shall be deemed, in accordance with Article
2.02-1.G. of the Act, to constitute authorization of indemnification in the
manner required by this section 8.01 and by Article 2.02-1.G. of the Act. 8.2 Indemnification for Reasonable Expenses. The Corporation shall
indemnify an indemnified person against reasonable expenses (including, without
limitation, court costs and attorneys fees) incurred by him in connection with
a proceeding in which he is named defendant or respondent because he is or was
an indemnified person if he has been wholly successful, on the merits or
otherwise, in the defense of the proceeding. 8.3 Expenses Advanced. The Corporation may pay or reimburse in advance of
the final disposition of a proceeding any reasonable expenses (including,
without limitation, court costs and attorneys fees) incurred by an indemnified
person who was, is, or is threatened to be made a named defendant or respondent
in a proceeding, and without the necessity of making any of the determinations
specified in section 8.1(c) and 8.1(d) hereof, after the Corporation receives a
written affirmation by the indemnified person of his good faith belief that he
has met the standard of conduct necessary for indemnification as set forth
herein and a written undertaking by or on behalf of the indemnified person
containing the unlimited general
obligation of the indemnified person to repay the amount paid or reimbursed if

it is ultimately determined that he has not met those requirements.
Notwithstanding any other provision of this part 8, the Corporation may pay or
reimburse expenses incurred by an indemnified person in connection with his
appearance as a witness or other participation in a proceeding at a time when
he is not a named defendant or respondent in the proceeding. 8.4 Insurance. The Corporation may purchase and maintain insurance or
another arrangement on behalf of any person who is or was a director or an
officer, employee, agent of the Corporation or who is or was serving at the
request of the Corporation as a director, officer, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against any liability asserted against him and incurred by him in
such a capacity or arising out of his status as such a person, whether or not
the Corporation would have the power to indemnify such person against that
liability under these Bylaws or the Act. 8.5 Officers, Employees and Agents. An officer of the Corporation shall
be indemnified to the same extent as a director, and is entitled to seek
indemnification under this part 8 to the same extent as a director. The
Corporation may indemnify and advance expenses to 15




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an employee or agent of the
Corporation, and persons who are not or were not officers, employees, or agents
of the Corporation but who are or were serving at the request of the
Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, to the same extent that it may indemnify and
advance expenses to directors under this part 8 or to such further extent as
may be permitted or required by law. 8.6 Other Protection and Indemnification. The protection and
indemnification provided hereunder shall not be deemed exclusive of any other
rights to which such person may be entitled under any agreement, insurance
policy, vote of shareholders, law, or otherwise. 8.7 Notice of Indemnification of or Advance of Expenses. Any
indemnification of or advance of expenses to a person in accordance with this
part 8 shall be reported in writing to the shareholders with or before the
notice or waiver of notice of the next shareholders meeting or with or before
the next submission to shareholders of a consent to action without a meeting
pursuant to Article 9.10.A, of the Act, and, in any case, within the 12-month
period immediately following the date of the indemnification or advance. 9. General Provisions 9.1 Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the board of directors. 9.2 Seal. The corporate seal shall be in such form as may be prescribed
by the board of directors. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced. 9.3 Minutes. The Corporation shall keep correct and complete books and
records of account and shall keep minutes of the proceedings of its
shareholders and board of directors, and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving names and addresses of all
shareholders and the number and class of the shares held by each. 9.4 Amendment. (a) By the Board of Directors. In furtherance, and not in
limitation, of the powers granted to the Corporation by applicable law, without
any action on the part of the shareholders and even though the shareholders may
also amend or repeal these Bylaws, or adopt new bylaws, the Board of Directors
(unless (i) the Articles of Incorporation or the Act reserves the power
exclusively to the shareholders in whole or part or (ii) the shareholders in
amending, repealing, or adopting a particular bylaw expressly provide that the
Board of Directors may not amend or repeal that bylaw) is hereby expressly
authorized to amend or repeal these Bylaws, or adopt new bylaws, by the act of
the majority of the directors present at a meeting at which a quorum is
present. (b) By the Shareholders. In furtherance, and not in limitation, of the
powers granted to the Corporation by applicable law, in addition to any
provisions of applicable law, any provisions of the Articles of Incorporation,
and any resolution(s) of the Board of Directors 16




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adopted pursuant to Section 8
of ARTICLE FOUR of the Articles of Incorporation (and notwithstanding the fact
that a lesser vote or no vote may be permitted by applicable law), without any
action on the part of the directors and even though the directors may also
amend or repeal these Bylaws, or adopt new bylaws, the shareholders (unless the
Articles of Incorporation or a bylaw adopted by the shareholders provides
otherwise as to all or some portion of the bylaws of the Corporation) may only
amend or repeal these Bylaws, or adopt new bylaws, in any case, by the
affirmative vote of the holders of at least three-fourths (3/4) of the shares
entitled to vote on the matter and represented in person or by proxy at a
meeting of shareholders at which a quorum is present and that was called for
such purpose shall be necessary for the shareholders to amend or repeal any
provision of these Bylaws, or adopt any new bylaw. 9.5 Notice. Except as provided in Section 4.4 above, any notice to
directors or shareholders shall be in writing and shall be delivered personally
or mailed to the directors or shareholders at their respective addresses
appearing on the books of the Corporation. Notice by mail shall be deemed to
be given at the time when the same shall be deposited in the United States
mail, postage prepaid. Notice to directors may also be given by facsimile
transmittal. Whenever any notice is required to be given under the provisions
of applicable statutes or of the Articles of Incorporation or of these Bylaws,
a waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Dated: August 18, 2004
    
    /s/ DARRELL R. KINGDarrell R. King, Secretary
 17