**Exhibit 3.3**

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**SECONDAMENDED AND RESTATED BY-LAWS**

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**of**

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**CONSOLIDATEDGRAPHICS, INC.**

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**Effectiveas of June 30, 2004**

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# ARTICLE I

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# SHAREHOLDERS

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## Section 1.               Annual Meeting.  The annual meeting of shareholders for thepurpose of electing directors and for the transaction of any other business toproperly come before such meeting shall be held on such date in each year andat such time as shall be designated by the Board of Directors and stated in thenotice (or any supplement thereto) of the meeting.

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## Section 2.               PresidingOfficer and Conduct of Meetings.

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### (a)           TheChairman of the Board of Directors shall preside at all meetings of theshareholders and shall automatically serve as Chairman of such meetings. In theabsence of the Chairman of the Board of Directors, or if the Directors neglector fail to elect a Chairman, then the Chief Executive Officer of theCorporation shall preside at the meetings of the shareholders and shallautomatically be the Chairman of such meeting, unless and until a differentperson is elected by a majority of the shares entitled to vote at such meeting.

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### (b)           TheChairman of the meeting shall appoint at least two (2) persons to act asinspectors of election at the meeting.

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### (c)           Subjectto the following, annual and special meetings of shareholders generally shallfollow accepted rules of practice and procedure for the orderly conduct ofshareholder meetings:

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#### (i)            TheChairman of the meeting shall have absolute authority and shall make the finaldecision over matters of procedure and on any motion or question to come beforesuch meeting and there shall be no appeal from the ruling of the Chairman.

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#### (ii)           Ifdisorder should arise which prevents continuation of the legitimate business ofthe meeting, the Chairman may quit the chair and announce the adjournment ofthe meeting; and upon the Chairman so doing, the meeting shall be immediatelyadjourned.

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#### (iii)          TheChairman may ask or require anyone not a bona fide shareholder or proxyentitled to vote thereat to leave the meeting.

 

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### (d)           At theannual meeting of the shareholders, only such business shall be conducted asshall have been properly brought before the annual meeting. Nominations ofindividuals for election to the Board of Directors must be made in accordancewith the procedures set forth in Section 13 hereof.  To be properly brought before the annualmeeting of shareholders, business must be (i) specified in the notice ofmeeting (or any supplement thereto) given by or at the direction of the Boardof Directors, (ii) brought before the meeting by or at the direction of theBoard of Directors pursuant to resolution duly adopted with respect thereto, or(iii) otherwise properly brought before the meeting by a shareholder of theCorporation who is a shareholder of record at the time of giving noticeprovided for in this Section 2 of Article I, who shall be entitled tovote at such meeting and who complies with the notice procedures set forth inthis Section 2 of Article I. The Chairman of the annual meeting shall, if the facts warrant,determine and declare to the meeting that the business was not properly broughtbefore the meeting in accordance with the provisions of this Section 2 ofArticle I, and if the Chairman should so determine, the Chairman shall sodeclare to the meeting and any such business not properly brought before themeeting shall not be transacted.

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### (e)           Forbusiness to be properly brought before an annual meeting by a shareholder, theshareholder must have given timely notice thereof in writing to the Secretaryof the Corporation and must otherwise have complied with the requirements setforth in these Bylaws with respect to such notice. To be timely, ashareholder’s notice must be delivered to or mailed and received at the principalexecutive offices of the Corporation not less than 90 nor more than 120 daysbefore the anniversary date of the immediately preceding annual meeting ofshareholders of the Corporation, provided, however, if the date of the meetinghas changed more than thirty (30) days from the prior year, then notice must bedelivered or mailed and received by such other date as may be set forth by theCorporation. A shareholder’s notice to the Secretary shall set forth as to eachmatter the shareholder proposes to bring before the annual meeting: (i) a briefdescription of the business desired to be brought before the annual meeting andthe reasons for conducting such business at the annual meeting, (ii) the nameand address, as they appear on the Corporation’s stock transfer books, of theshareholder proposing such business, (iii) the class and number of shares ofvoting stock of the Corporation that are beneficially owned by the shareholder;(iv) a representation that the shareholder intends to appear in person or byproxy at the meeting to bring the proposed business before the annual meeting,(v) a description of any material interest of the shareholder in such businessand (vi) the text of any proposal, along with a statement in support of suchproposal, that the shareholder wishes to bring to the attention of the Board ofDirectors. A shareholder shall also comply with all applicable requirements ofthe Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rulesand regulations thereunder with respect to the matters set forth in thisSection 2 of Article I, including the time periods set forththereunder for shareholder proposals requested to be included in theCorporation’s proxy statement to shareholders.

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### (f)            Notwithstandingany other provision of these Bylaws, the Corporation shall be under noobligation to include any shareholder proposal in its proxy statement orotherwise present any such proposal to shareholders at a meeting ofshareholders if the

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### Board of Directorsreasonably believes that the proponents thereof have not complied with theapplicable requirements of the Exchange Act, and the rules and regulationspromulgated thereunder; and the Corporation shall not be required to include inits proxy statement to shareholders any shareholder proposal not required to beincluded in its proxy statement to shareholders in accordance with the ExchangeAct and such rules or regulations; provided, however, that nothing in thisSection 2 or in Section 13 of Article II shall be deemed toaffect the rights of shareholders to request inclusion of proposals in theCorporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

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## Section 3.               Special Meetings.  Special meetings of the shareholders, forany purpose or purposes, unless otherwise prescribed by statute, may be calledby the Chairman of the Board or by a majority of the Board of Directors, andshall be called by the Chairman of the Board at the request of the holders ofnot less than one-tenth (1/10th) of all the outstanding shares of theCorporation entitled to vote at the meeting.

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## Section 4.               Place of Meeting.  The Board of Directors may designate anyplace, either within or without the State of Texas, as the place of meeting forany annual or special meeting. If no designation is made, the place of meetingshall be the registered office of the Corporation in the State of Texas.

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## Section 5.               Notice ofMeeting.  Written or printed noticestating the place, day and hour of the meeting and the purpose or purposes forwhich the meeting is called, shall be delivered not less than ten (10) nor morethan fifty (50) days before the date of the meeting, either personally or bymail, by or at the direction of the Chief Executive Officer or the Secretary,or the officer or persons calling the meeting, to each shareholder of recordentitled to vote at such meeting.  Ifmailed, such notice shall be deemed to be delivered when deposited in theUnited States mail, addressed to the shareholder at his or her address as itappears on the stock transfer books of the Corporation, with postage thereonprepaid.  Waiver by a shareholder inwriting of notice of a shareholders’ meeting, signed by such shareholder,whether before or after the time of such meeting, shall be equivalent to thegiving of such notice.  Attendance by ashareholder, whether in person or by proxy, at a shareholders’ meeting shallconstitute a waiver of notice of such meeting of which the shareholder has hadno notice.

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## Section 6.               Closing ofTransfer Books and Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or tovote at any meeting of shareholders or any adjournment thereof, or shareholdersentitled to receive payment of any dividend, or in order to make adetermination of shareholders for any other proper purpose, the Board ofDirectors of the Corporation may provide that the stock transfer books shall beclosed for a stated period but not to exceed, in any case, fifty (50) days.  If the stock transfer books shall be closedfor the purpose of determining shareholders entitled to notice of or to vote ata meeting of shareholders, such books shall be closed for at least ten (10)days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may,by resolution, fix in advance a date as the record date for any suchdetermination of shareholders, such date in any case to be not more than fifty(50) days and, in case of a meeting of shareholders, not less than ten(10)  days prior to the date on whichthe particular action, requiring such determination of shareholders, is to betaken.  If the stock transfer books arenot closed and no record date is fixed for the

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## determination ofshareholders entitled to notice of or to vote at a meeting of shareholders, orshareholders entitled to receive payment of a dividend, the date on whichnotice of the meeting is mailed or the date on which the resolution of theBoard of Directors declaring such dividend is adopted, as the case may be,shall be the record date for such determination of shareholders.  When a determination of shareholdersentitled to vote at any meeting of shareholders has been made as provided inthis section, such determination shall apply to any adjournment thereof exceptwhere the determination has been made through the closing of the stock transferbooks and the stated period of closing has expired.

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## Section 7.               Voting Lists.  The officer or agent having charge of thestock transfer books for shares of the Corporation shall make, at least ten(10) days before each meeting of shareholders, a complete list of theshareholders entitled to vote at such meeting, or any adjournment thereof,arranged in alphabetical order, with the address and the number of shares heldby each, which list, for a period of ten (10) days prior to such meeting, shallbe kept on file at the registered office of the Corporation and shall besubject to inspection by any shareholder at any time during usual businesshours.  Such list shall also be producedand opened at the time and place of the meeting and shall be subject to theinspection by any shareholder during the whole time of the meeting.  The original stock transfer books shall be *prima facie*evidence as to who are the shareholders entitled to examine such list ortransfer books or to vote at any meeting of shareholders.  Failure to comply with the requirements ofthis Section shall not affect the validity of any action taken at suchmeeting.

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## Section 8.               Quorum and VoteRequired for Action.  A majority ofthe outstanding shares of the Corporation entitled to vote, represented inperson or by proxy, shall constitute a quorum at a meeting of shareholders andthe vote of the holders of a majority of the shares entitled to vote and thusrepresented at a meeting at which a quorum is present shall be the act of theshareholders’ meeting, unless the vote of a greater number is required by law,the Articles of Incorporation or these By-Laws.  If less than a majority of the outstanding shares are representedat a meeting, a majority of the shares so represented may adjourn the meetingfrom time to time without further notice. At such adjourned meeting at which a quorum shall be present orrepresented, any business may be transacted which might have been transacted asoriginally notified.  The shareholderspresent at a duly organized meeting may continue to transact business untiladjournment, notwithstanding the withdrawal of enough shareholders to leaveless than a quorum.

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## Section 9.               Proxies.  At all meetings of shareholders, ashareholder may vote by proxy executed in writing by the shareholder or by hisor her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation beforeor at the time of the meeting.  No proxyshall be valid after eleven (11) months from the date of its execution, unlessotherwise provided in the proxy.  Eachproxy shall be revocable unless expressly provided therein to be irrevocable,and unless otherwise made irrevocable by law.

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## Section 10.             Vote of Each Share.  Each outstanding share entitled to voteshall be entitled to one (1) vote upon each matter submitted to vote at ameeting of shareholders.

 

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## Section 11.             Cumulative Voting.  There shall be no cumulative votingwhatsoever permitted on any matter.

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## Section 12.             Action byShareholders without Meeting.  Anyaction required to be taken at a meeting of the shareholders, or any otheraction 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 of the shareholders entitled to vote with respect to thesubject matter thereof.

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## Section 13.             Nominations forElection as a Director.

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### (a)           Onlypersons who are nominated in accordance with the procedures set forth in theseBylaws shall be eligible for election as, and to serve as, directors.  Nominations of persons for election to theBoard of Directors of the Corporation may be made at a meeting of shareholders(a) by or at the direction of the Board of Directors pursuant to resolutionduly adopted with respect thereto or (b) by any shareholder of the Corporationwho is a shareholder of record at the time of giving of notice provided for inthis Section 13 of Article I, who shall be entitled to vote for theelection of directors at the meeting and who complies with the noticeprocedures set forth in this Section 13 of Article I.  The Chairman of the meeting of shareholdersshall, if the facts warrant, determine and declare to the meeting that anomination was not made in accordance with the procedures prescribed by theseBylaws, and if the Chairman should so determine, the Chairman shall so declareto the meeting and the defective nomination shall be disregarded.

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### (b)           To beproperly made by a shareholder, a nomination of a person for election to theBoard of Directors shall be made pursuant to timely notice in writing to theSecretary of the Corporation. To be timely, notice of a nomination made by ashareholder shall be delivered or mailed and received at the principalexecutive offices of the Corporation (i) with respect to an election to be heldat the annual meeting of the shareholders of the Corporation, not less than 90nor more than 120 days prior to the anniversary date of the immediatelypreceding annual meeting of shareholders of the Corporation, provided, however,that if the date of the meeting has changed more than thirty (30) days from theprior year, then notice must be delivered or mailed and received by such otherdate as may be set forth by the Corporation, and (ii) with respect to anelection to be held at a special meeting of shareholders of the Corporation forthe election of directors, not later than the close of business on the tenth(10th) day following the day on which notice of the date of thespecial meeting was mailed to shareholders of the Corporation as provided inSection 5 of Article I or public disclosure of the date of thespecial meeting was made, whichever first occurs.

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### (c)           Suchshareholder notice to the Secretary shall set forth (i) the name(s) of thenominee(s) and the address and principal occupation or employment of each, (ii)a description of all arrangements or understandings between the shareholder andeach nominee and any person or persons (naming such person or persons) pursuantto which the nomination or nominations are to be made by the shareholder, (iii)the written consent

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### of each nominee toserve if so elected and (iv) any other information relating to such person thatis required to be disclosed in a proxy statement soliciting proxies forelection of directors, or is otherwise required pursuant to Regulation 14Aunder the Exchange Act.  The shareholdernotice shall also provide (i) the name and address, as they appear on theCorporation’s stock transfer books, of such shareholder and (ii) the class andnumber of shares of voting stock of the Corporation which are beneficiallyowned by such shareholder. At the request of the Board of Directors, any personnominated by the Board of Directors for election as a director shall furnish tothe Secretary of the Corporation that information required to be set forth in ashareholder’s notice of nomination which pertains to the nominee.  No person nominated by a shareholder shallbe eligible to serve as a director of the Corporation (i) who would not beeligible to serve under the listing requirements of the exchange or exchangeson which the Corporation’s shares are traded at the time of such person’snomination and (ii) unless nominated in accordance with the procedures setforth in this Section 13 of Article I.  Notwithstanding the foregoing provisions of this Section 13of Article I, a shareholder shall also comply with all applicablerequirements of the Exchange Act, and the rules and regulations thereunder withrespect to the matters set forth in this Section 13 of Article I,including the time periods set forth thereunder for shareholder proposalsrequested to be included in the Corporation’s proxy statement to shareholders.

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### (d)           Notwithstandingany other provision of these Bylaws, the Corporation shall be under noobligation to include any director nominee(s) proposed by a shareholder in itsproxy statement or otherwise present any such director nominee(s) proposal toshareholders at a meeting of shareholders if the Board of Directors reasonablybelieves that the proponents thereof have not complied with the applicablerequirements of the Exchange Act, and the rules and regulations promulgatedthereunder; and the Corporation shall not be required to include in its proxystatement to shareholders any director nominee(s) proposed by a shareholder notrequired to be included in its proxy statement to shareholders in accordancewith the Exchange Act and such rules or regulations; provided, however, thatnothing in this Section 2 or in Section 13 of Article II shallbe deemed to affect the rights of shareholders to propose director nominees forinclusion in the Corporation’s proxy statement pursuant to Rule 14a-8 under theExchange Act.

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# ARTICLE II

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# BOARD OF DIRECTORS

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## Section 1.               General Powers.  The business and affairs of the Corporationshall be managed by its Board of Directors.

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## Section 2.               Number,Qualifications and Term.  The Boardof Directors shall be six (6) members unless otherwise determined from time totime by resolution adopted by the Board of Directors, but shall never be lessthan four (4).  No decrease in thenumber of directors shall shorten the term of any incumbent director. Directorsneed not be shareholders of the Corporation or residents of Texas.  The Board of Directors shall be divided intothree classes, with each class to be as nearly equal in number aspossible.  Directors elected by theBoard of

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## Directors to fillvacancies upon an increase in the number of directors as provided inArticle II, Section 10 of these Bylaws, shall be allocated to a classby resolution adopted by the Board of Directors.  As of June 30, 2004, the terms of office for the Class Idirectors will expire at the 2006 annual meeting of shareholders, the Class IIdirectors will expire at the 2004 annual meeting of shareholders and the ClassIII directors will expire at the 2005 annual meeting of shareholders.  Following each applicable expiration date,each director then elected shall serve for a term ending on the date of thethird annual meeting of shareholders following the annual meeting at which suchdirector was elected.  Each personelected a director shall hold office until such director’s successor is dulyelected and qualified or until such director’s earlier resignation or removal.

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## Section 3.               Chairman.  A majority of the Directors shall annuallyelect from its members a Chairman who shall preside at all meetings of theBoard of Directors.  The Chairman shallhold this office until the next regular meeting of the Directors immediatelyfollowing the annual meeting of the shareholders or until the Chairman’ssuccessor shall have been elected and qualified.  In the absence of the Chairman, or if the Directors neglect orfail to elect a Chairman, then the Chief Executive Officer of the Corporation,if such individual is a member of the Board of Directors, shall automaticallyserve as Chairman of the Board of Directors.

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## Section 4.               Secretary.  The Secretary of the Board of Directorsshall be the Secretary of the Corporation, and the Secretary shall act as Secretaryof the Directors’ meetings and record the minutes of all such meetings.  If the Secretary of the Corporation is notavailable, then the Chairman, or the Chief Executive Officer, as the case maybe, may appoint a person to serve as Secretary of the meeting, and such personshall not be required to be a member of the Board of Directors nor an officerof the Corporation.

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## Section 5.               Regular Meetings.  Regular meetings of the Board of Directorsshall be held at such place or places within or without the State of Texas, atsuch hour and on such day as may be fixed by resolution of the Board ofDirectors, without further notice of such meetings.  The time or place of holding regular meetings of the Board ofDirectors may be changed by the Chairman of the Board or the Chief ExecutiveOfficer by giving written notice thereof as provided in Section 7 of thisArticle II.

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## Section 6.               Special Meetings.  Special meetings of the Board of Directorsmay be called by or at the request of the Chief Executive Officer, the Chairmanof the Board or a majority of the Directors. The person or persons authorized to call special meetings of the Boardof Directors may fix any place, either within or without the State of Texas, asthe place for holding any special meeting of the Board of Directors called bythem.

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## Section 7.               Notice.  Notice of any special meetings shall begiven at least two (2) days previously thereto by a written notice deliveredpersonally, mailed or sent by telecopy to each director at his or her businessaddress, or by telegram.  If mailed,such notice shall be deemed to be delivered when deposited in the United Statesmail so addressed, with postage thereon prepaid.  If notice be given by telegram, such notice shall be deemed to bedelivered when the telegram is delivered to the telegraph company.  If notice be given by telecopy, such noticeshall be deemed to be delivered upon successful transmission of such notice,confirmed by telephone.

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## Any director may waivenotice of any meeting.  The attendanceof a director at a meeting shall constitute a waiver of notice of such meeting,except where a director attends a meeting for the express purpose of objectingto the transaction of any business because the meeting is not lawfully calledor convened.  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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## Section 8.               Quorum.  A majority of the number of directors fixedby these By-Laws shall constitute a quorum for the transaction of business atany meeting of the Board of Directors, but if less than such majority ispresent at a meeting, a majority of the directors present may adjourn themeeting from time to time without further notice.

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## Section 9.               Manner of Acting.  The act of the majority of the directorspresent at a meeting at which a quorum is present shall be the act of the Boardof Directors.

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## Section 10.             Vacancies.  Any vacancy occurring in the Board ofDirectors may be filled by the affirmative vote of a majority of the remainingdirectors though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shallbe elected for the unexpired term of his or her predecessor in office.  A directorship to be filled by reason of anincrease in the number of directors may be filled by the Board of Directors fora term of office continuing only until the next election of one or moredirectors by the shareholders and, if elected by the shareholders at suchelection, shall serve for the remainder of such director’s class term; *providedthat* the Board of Directors may not fill more than two suchdirectorships during the period between any two successive annual meetings ofshareholders.

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A vacancy shall bedeemed to exist by reason of the death, resignation, failure or refusal to actby the person elected, upon the failure of shareholders to elect directors atany annual meeting of shareholders, upon the failure of shareholders to electdirectors to fill the unexpired term of directors removed in accordance withthe provisions of these By-Laws, or upon an increase in the number of directorsby amendment of these By-Laws.

 

## Section 11.             Removal.  Any director may be removed, but only withcause, by a vote of the holders of not less than a sixty-six and two-thirds (662/3) majority of shares then entitled to vote at an election of directors.  Except as may otherwise be provided by law,cause for removal shall be construed to exist only if the director whoseremoval is proposed (i) has been convicted of a felony by a court of competentjurisdiction and such conviction is no longer subject to direct appeal, (ii)has been declared of unsound mind by order of a court of competent jurisdictionand such determination is no longer subject to direct appeal, (iii) hascommitted a gross dereliction of duty or (iv) has committed an action whichconstitutes intentional misconduct or a knowing violation of the law if suchaction in either event results both in an improper substantial personal benefitto the director and a material injury to the Corporation.  If the entire Board of Directors or any one(1) or more of the directors is removed for cause, new directors may be electedat the same meeting for the unexpired term of the director or directors soremoved. Failure to elect directors to fill the unexpired term of the directoror the directors so removed for cause shall be deemed to create a vacancy orvacancies in the Board of Directors.

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## Section 12.             Compensation.  By resolution of the Board of Directors, thedirectors may be paid their expenses, if any, of attendance at each meeting ofthe Board of Directors, and may be paid a fixed sum for attendance at eachmeeting of the Board of Directors or a stated salary as director.  No such payment shall preclude any directorfrom serving the Corporation in any other capacity and receiving compensationtherefor.

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## Section 13.             Presumption of Assent.  A director of the Corporation who is presentat a meeting of the Board of Directors or any committee thereof in which actionon any Corporation matter is taken shall be presumed to have assented to theaction taken unless such director’s dissent shall be entered in the minutes ofthe meeting or unless such director shall file his or her written dissent tosuch action with the person acting as the Secretary of the meeting before theadjournment thereof, or shall forward such dissent by registered mail to theSecretary of the Corporation immediately after the adjournment of themeeting.  Such right to have a dissententered into the minutes or to file a written dissent shall not apply to adirector who voted in favor of such action or abstained from voting.

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## Section 14.             Interest ofDirectors in Contracts.  Anycontract or other transaction between the Corporation and one (1) or more ofits directors, or between the Corporation and any firm of which one or more ifits directors are members or employees, or in which they are interested, orbetween the Corporation and any corporation or association of which one or moreof its directors are shareholders, members, directors, officers, or employees,or in which they are interested, shall be valid for all purposes,notwithstanding the presence of such director or directors at the meeting ofthe Board of Directors of the Corporation, which acts upon, or in reference to,such contract or transaction, and notwithstanding his or her or theirparticipation in such action, if the fact of such interest shall be disclosedor known to the Board of Directors and the Board of Directors shall,nevertheless, authorize, approve and ratify such contract or transaction by avote of a majority of the directors present, such interested director ordirectors to be counted in determining whether a quorum is present, but not tobe counted in calculating the majority of such quorum necessary to carry suchvote.  This section shall not be construedto invalidate any contract or other transaction which would otherwise be validunder the common and statutory law applicable thereto.

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## Section 15.             Committees.  The Board of Directors shall, by resolutionor resolutions passed by a majority of the Board of Directors, constitute anAudit Committee, a Compensation Committee, an Executive Committee and aNominating and Governance Committee, and may constitute one or more othercommittees of the Board, which shall in each case consist of such number ofdirectors as the Board of Directors may determine or as may be required byapplicable law or the listing requirements of the exchange or exchanges onwhich the Corporation’s shares are traded. Each committee shall have and may exercise such powers in the managementof the business and affairs of the Corporation as the Board of Directors maydetermine by resolution and specify in the respective resolutions appointingthem or in any charters adopted therefor, subject to such restrictions as maybe contained in the Articles of Incorporation or that may be imposed by law orthe listing requirements of the exchange or exchanges on which theCorporation’s shares are traded.  Thedesignation of any committee and the delegation of authority to it shall notoperate to relieve the Board of Directors, or any member thereof, of anyresponsibility imposed upon it or any director by law.

 

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## Such committee orcommittees shall have such name or names as may be determined from time to timeby resolutions adopted by the Board of Directors.  A majority of all the members of any such committee may fix itsrules of procedure, determine its actions and fix the time and place, whetherwithin or without the State of Texas, of its meetings and specify what noticethereof, if any, shall be given, unless the Board of Directors shall provideotherwise by resolution or in any charters adopted therefor.  The Board of Directors shall have power tochange the membership of any such committee at any time, to fill vacanciestherein and to disband any such committee, either with or without cause,  at any time, subject to applicable law andthe listing requirements of the exchange or exchanges on which theCorporation’s shares are traded.  Eachcommittee shall keep regular minutes of its proceedings and report the same tothe Board of Directors when required. The minutes of the proceedings of each committee shall be placed in theminute book of the Corporation.

 

## By resolution ofthe Board of Directors, the members of each committee may be paid theirexpenses, if any, for attendance at each committee meeting and may be paid afixed sum for attendance at each committee meeting.  No such payment shall preclude any committee member from servingthe Corporation in any other capacity and receiving compensation therefor.

 

## Section 16.             Action byDirectors without Meeting.  Anyaction required or permitted to be taken at a meeting of the Board of Directorsor any committee thereof may be taken without a meeting if a consent inwriting, setting forth the action so taken shall be signed by all the membersof the Board of Directors or committee thereof, as the case may be. The signedconsent, or a signed copy, shall be placed in the minute book.  A telegram, telex, cablegram, or otherelectronic transmission by a director consenting to an action to be taken andtransmitted by a director is considered written, signed, and dated for thepurposes hereof if the transmission sets forth or is delivered with informationfrom which the Corporation can determine that the transmission was transmittedby a director and the date on which the director transmitted thetransmission.  As permitted byArticle 9.10C of the Texas Business Corporation Act, members of the Boardof Directors, or members of any committee designated by such Board, mayparticipate and hold a meeting of the Board of Directors or any committee bymeans of conference telephone or similar communications equipment by means ofwhich all persons participating in the meeting can hear each other, andparticipation in such meeting pursuant to a conference call or similarcommunications equipment shall constitute presence in person at such meeting.

 

# ARTICLE III

 

# OFFICERS

 

## Section 1.               Number.  The officers of the Corporation shall be aChief Executive Officer, a President, a Chief Financial and Accounting Officer,and a Secretary, each of whom shall be elected by the Board of Directors.  Such other officers and assistant officersas may be deemed necessary may be elected or appointed by the Board ofDirectors, including one (1) or more Vice Presidents (the number thereof to bedetermined by the Board of Directors), a Treasurer and one or more AssistantSecretaries or Assistant Treasurers. Any two (2) or more offices may be held by the same person.

 

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## Section 2.               Election andTerm of Office.  The officers of theCorporation to be elected by the Board of Directors shall be elected annuallyby the Board of Directors at the first meeting of the Board of Directors heldafter each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, suchelection shall be held as soon thereafter as conveniently may be.  Each officer shall hold office until theofficer’s successor shall have been duly elected and shall have qualified oruntil the officer’s death or until such officer shall resign or shall have beenremoved in the manner hereinafter provided.

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## Section 3.               Removal.  Any officer or agent elected or appointed bythe Board of Directors may be removed by the Board of Directors whenever in itsjudgment the best interest of the Corporation would be served thereby, but suchremoval shall be without the prejudice to the contract rights, if any, of theperson so removed.  Election orappointment of an officer shall not of itself create contract rights.

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## Section 4.               Vacancies.  A vacancy in any office may be filled by theBoard of Directors for the unexpired portion of the term.

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## Section 5.               Chief ExecutiveOfficer.  The Chief ExecutiveOfficer shall be subject to the control of the Board of Directors, and shall ingeneral supervise and control all business and affairs of the Corporation.  The Chief Executive Officer may sign, withthe Secretary, Assistant Secretary, or any other proper officer of theCorporation thereunto authorized by the Board of Directors, certificates forshares of the Corporation.  The ChiefExecutive Officer may agree upon and execute any deeds, mortgages, bonds,contracts, and other obligations in the name of the Corporation.  In general, the Chief Executive Officershall perform all duties incident to the office of Chief Executive Officer andsuch other duties as may be prescribed by the Board of Directors from time totime.

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## Section 6.               President.  In the absence of the Chief ExecutiveOfficer, or in the event of the President’s death or inability to act orrefusal to act, the President shall perform the duties of the Chief ExecutiveOfficer and when so acting shall have all of the powers of and be subject toall of the restrictions upon the Chief Executive Officer.  In general, the President shall perform allduties incident to the office of President and such other duties as may beassigned to such individual by the Chief Executive Officer or by the Board ofDirectors. If a President has not been elected by the Board of Directors orsuch office is otherwise vacant, the Chief Executive Officer shall assume theduties incident to the office of the President.

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## Section 7.               Chief Financialand Accounting Officer.  In theabsence of the Chief Executive Officer and the President, or in the event oftheir death or inability or refusal to act, the Chief Financial and AccountingOfficer shall perform the duties of the Chief Executive Officer, and when soacting shall have all of the powers of and be subject to all of therestrictions upon the Chief Executive Officer. The Chief Financial and Accounting Officer shall (a) be custodianof the financial records of the Corporation, (b) analyze, monitor andpresent results of financial operations to the Board of Directors, the ChiefExecutive Officer and the President and otherwise as directed by the Board ofDirectors, (c) design, establish and administer or cause to be designed,established and administered an integrated financial reporting system withappropriate internal controls, (d) ensure compliance with all applicablefederal laws and regulations

##  

## 11

## 

##  

## governing the financialreporting obligations of the Corporation, as well as any listing requirementsapplicable to the Corporation, (e) conduct periodic internal reviews offinancial reporting policies, procedures and systems and (f) in general performall of the duties incident to the office of the Chief Financial and AccountingOfficer and such other duties as from time to time may be assigned to suchindividual by the Chief Executive Officer or by the Board of Directors.

##  

## Section 8.               Secretary.  The Secretary shall: (a) keep the minutes ofthe Shareholders’ and the Board of Directors’ meetings in one (1) or more booksprovided for that purpose; (b) see that all notices be duly given in accordancewith the provisions of these By-Laws or as required by law; (c) be custodian ofthe corporate records and of the seal of the Corporation and see that the sealof the Corporation is affixed to all documents the execution of which on behalfof the Corporation under its seal is duly authorized; (d) shall have charge ofthe certificate books, transfer books and stock ledgers; (e) sign with theChief Executive Officer certificates for shares of the Corporation, and (f) ingeneral, perform all duties incident to the office of Secretary and such otherduties as from time to time may be assigned to such individual by the ChiefExecutive Officer or by the Board of Directors.

##  

## Section 9.               Vice Presidents.  In the absence of the Chief ExecutiveOfficer, the President and the Chief Financial and Accounting Officer, or inthe event of their death or inability or refusal to act, the Vice President or(in the event that there be more than one (1) Vice President) the VicePresidents, in the order designated at the time of their election, or, in theabsence of any designation, then in the order of their election, shall performthe duties of the Chief Executive Officer, and when so acting shall have all ofthe powers of and be subject to all of the restrictions upon the ChiefExecutive Officer.  In general the VicePresident or (in the event that there be more than one (1) Vice President) theVice Presidents shall perform such other duties as from time to time may beassigned to such individual by the Chief Executive Officer or by the Board ofDirectors.

##  

## Section 10.             Treasurer.  If required by the Board of Directors, theTreasurer shall give a bond for the faithful discharge of his or her duties insuch sum and with such surety or sureties as the Board of Directors maydetermine.  The Treasurer shall: (a)have charge and custody of and be responsible for all funds and securities ofthe Corporation; receive and give receipts for moneys due and payable to theCorporation from any source whatsoever, and deposit all such moneys in the nameof the Corporation in such banks, trust companies or other depositories in themanner prescribed by the Board of Directors; and (b) in general, perform all ofthe duties incident to the office of Treasurer and such other duties as fromtime to time may be assigned to such individual by the Chief Executive Officeror by the Board of Directors.  If aTreasurer has not been elected by the Board of Directors or such office isotherwise vacant, the Chief Financial and Accounting Officer shall assume theduties incident to the office of the Treasurer.

##  

## Section 11.             AssistantSecretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers, in general, shallperform such duties as shall be assigned to them by the Secretary or theTreasurer, respectively, or by the Chief Executive Officer or the Board ofDirectors.  The Assistant Secretaries andAssistant Treasurers shall exercise the powers of the Secretary or of theTreasurer, respectively, during that officer’s absence or inability to act.

 

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## Section 12.             Salaries.  The salaries of the officers shall be fixedfrom time to time by the Board of Directors and no officer shall be preventedfrom receiving such salary by reason of the fact that such individual is also adirector of the Corporation.

 

## Section 13.             Non-ElectedOfficers.  The Chief ExecutiveOfficer shall be authorized to hire individuals on behalf of the Corporationwith such titles, duties and positions as may be determined to be appropriateby the Chief Executive Officer but, unless such individuals are elected by theBoard of Directors, such individuals shall not be nor be deemed to be officersof the Corporation as contemplated in this Article III irrespective of anysuch individual’s title, duties or position.

 

# ARTICLE IV

 

# INDEMNITY; INSURANCE

 

## Section 1.               Indemnification.  Each person who at any time shall serve, orshall have served, as a director, officer, employee or agent of theCorporation, or any person who, while a director, officer, employee or agent ofthe Corporation, is or was serving at the request of the Corporation as adirector, officer, partner, venturer, proprietor, trustee, administrator,employee, agent or similar functionary of another foreign or domesticcorporation, partnership, joint venture, sole proprietorship, trust, employeebenefit plan or other enterprise (each such person referred to herein as an“Indemnitee”), shall be entitled to indemnification as and to the fullestextent permitted by Article 2.02-1 of the TBCA.  The foregoing right of indemnification shall not be deemedexclusive of any other rights to which those to be indemnified may be entitledas a matter of law or under any agreement, other provision of these By-Laws,vote of shareholders or directors, or other arrangement.  The Corporation may enter intoindemnification agreements with its executive officers or directors thatcontractually provide to them the benefits of the provisions of thisArticle IV and include related provisions meant to facilitate theIndemnitees’ receipt of such benefits and such other indemnificationprotections as may be deemed appropriate.

 

## Section 2.               Advancement orReimbursement of Expenses.  Therights of Indemnitee provided under the preceding section shall include,but not be limited to, the right to be indemnified and to have expensesadvanced in all proceedings to the fullest extent permitted by Article 2.02-1of the TBCA and other applicable law. In the event that an Indemnitee is not wholly successful, on the meritsor otherwise, in a proceeding but is successful, on the merits or otherwise, asto any claim in such proceeding, the Corporation shall indemnify Indemniteeagainst all expenses actually and reasonably incurred by Indemnitee or onIndemnitee’s behalf relating to each claim. The termination of a claim in a proceeding by dismissal, with or withoutprejudice, shall be deemed to be a successful result as to such claim.  In addition, to the extent an Indemnitee is,by reason of his or her corporate status, a witness or otherwise participatesin any proceeding at a time when he or she is not named a defendant orrespondent in the proceeding, he or she shall be indemnified against allexpenses actually and reasonably incurred by such individual or on his or herbehalf in connection therewith.  TheCorporation shall pay all reasonable expenses incurred by or on behalf ofIndemnitee in connection with any proceeding or claim, whether brought by theCorporation or otherwise, in advance of any determination

##  

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## respecting entitlement toindemnification pursuant to this Article IV within ten days after the receiptby the Corporation of a written request from Indemnitee reasonably evidencingsuch expenses and requesting such payment or payments from time to time,whether prior to or after final disposition of such proceeding or claim;provided that the Indemnitee affirms his or her good faith belief that he orshe has met the standard of conduct necessary for indemnification under thisArticle IV and undertakes and agrees in writing that he or she willreimburse and repay the Corporation for any expenses so advanced to the extentthat it shall ultimately be determined by a court of competent jurisdiction, ina final adjudication from which there is no further right of appeal, thatIndemnitee is not entitled to be indemnified against such expenses.  Notwithstanding the foregoing, in no eventshall a director or executive officer be entitled to the advancement ofexpenses if a determination has been made by a judicial authority orgovernmental entity or agency or, absent such determination, any suchauthority, entity or agency has taken a position or issued any guidancestating, that the advancement of expenses to a director or executive officerconstitutes a personal loan in contravention of Section 402 of theSarbanes-Oxley Act of 2002 or any similar law or regulation.

##  

## Section 3.               Determination ofRequest.  Upon written request tothe Corporation by an Indemnitee for indemnification pursuant to these By-Laws,a determination, if required by applicable law, with respect to Indemnitee’sentitlement thereto shall be made in accordance with Article 2.02-1 of theTBCA; *provided,however,* that notwithstanding the foregoing, if a Change in Controlshall have occurred, such determination shall be made by Independent Counselselected by Indemnitee, unless Indemnitee shall request that such determinationbe made in accordance with Article 2.02-1F (1) or (2).  The Corporation shall pay any and allreasonable fees and expenses of Independent Counsel incurred in connection withany such determination.  If a Change inControl shall have occurred, Indemnitee shall be presumed (except as otherwiseexpressly provided in this Article IV) to be entitled to indemnificationunder this Article IV upon submission of a request to the Corporation forindemnification, and thereafter the Corporation shall have the burden of proofin overcoming that presumption in reaching a determination contrary to thatpresumption.  The presumption shall beused by Independent Counsel, or such other person or persons determiningentitlement to indemnification, as a basis for a determination of entitlementto indemnification unless the Corporation provides information sufficient toovercome such presumption by clear and convincing evidence or theinvestigation, review and analysis of Independent Counsel or such other personor persons convinces him, her or them by clear and convincing evidence that thepresumption should not apply.

##  

## Section 4.               Effect ofCertain Proceedings.  Thetermination of any proceeding or of any claim in a proceeding by judgment,order, settlement or conviction, or upon a plea of *nolo contendere* or itsequivalent, shall not (except as otherwise expressly provided in this Article)by itself adversely affect the right of Indemnitee to indemnification or createa presumption that Indemnitee’s conduct was not in good faith and in a mannerthat Indemnitee reasonably believed in the case of conduct in Indemnitee’sofficial capacity, that was not in the best interests of the Corporation or, inall other cases, that was not opposed to the best interests of the Corporationor, with respect to any criminal proceeding, that Indemnitee had reasonablecause to believe that Indemnitee’s conduct was unlawful and Indemnitee shall bedeemed to have been found liable in respect of any claim only after Indemniteeshall have been so adjudged by a court of competent jurisdiction afterexhaustion of all appeals therefrom.

 

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## Section 5.               Expenses ofEnforcement of Article.  In theevent that Indemnitee, pursuant to this Article IV, seeks a judicialadjudication to enforce Indemnitee’s rights under, or to recover damages forbreach of, rights created under or pursuant to this Article IV, Indemniteeshall be entitled to recover from the Corporation, and shall be indemnified bythe Corporation against, any and all expenses actually and reasonably incurredby Indemnitee in such judicial adjudication but only if Indemnitee prevailstherein.  If it shall be determined insaid judicial adjudication that Indemnitee is entitled to receive part but notall of the indemnification or advancement of expenses sought, the expensesincurred by Indemnitee in connection with such judicial adjudication shall bereasonably prorated in good faith by counsel for Indemnitee.  Notwithstanding the foregoing, if a Changein Control shall have occurred, Indemnitee shall be entitled to indemnificationunder this Section 5 regardless of whether Indemnitee ultimately prevailsin such judicial adjudication.

##  

## Section 6.               InsuranceArrangements.  The Corporation mayprocure or maintain insurance or other similar arrangements, at its expense, toprotect itself and any Indemnitee against any expense, liability or lossasserted against or incurred by such person, incurred by Indemnitee in such acapacity or arising out of Indemnitee’s status as such a person, whether or notthe Corporation would have the power to indemnify such person against suchexpense or liability.  In consideringthe cost and availability of such insurance, the Corporation (through the exerciseof the business judgment of its directors and officers), from time to time, maypurchase insurance which provides for any and all of (i) deductibles,(ii) limits on payments required to be made by the insurer or(iii) coverage which may not be as comprehensive as that previouslyincluded in such insurance purchased by the Corporation, if any.  The purchase of insurance with deductibles,limits on payments and coverage exclusions will be deemed to be in the bestinterest of the Corporation but may not be in the best interest of certain ofthe persons covered thereby.  ThisSection 6 is authorized by Section 2.02-1(R) of the TBCA as in effecton the date hereof, and further is intended to establish an arrangement ofself-insurance pursuant to that section.

##  

## Section 7.               Severability.  If any provision or provisions of thisArticle IV shall be held to be invalid, illegal or unenforceable for anyreason whatsoever, the validity, legality and enforceability of the remainingprovisions shall not in any way be affected or impaired thereby; and, to thefullest extent possible, the provisions of this Article IV shall beconstrued so as to give effect to the intent manifested by the provision heldinvalid, illegal or unenforceable.

##  

## Section 8.               Definitions.  The following terms are used herein asfollows:

##  

“Change inControl” means a change in control of the Corporation, which will be deemed tohave occurred if at any time after the date of the adoption of these By-Laws,any of the following events shall occur: (i) the Corporation is merged,consolidated, converted or reorganized into or with another corporation orother legal entity, and as a result of such merger, consolidation, conversionor reorganization less than a majority of the combined voting power of the thenoutstanding securities of the Corporation or such corporation or other legalentity immediately after such transaction are held in the aggregate by theholders of Voting Stock (as hereinafter defined) of the Corporation immediatelyprior to such transaction and/or such voting power is not held by substantiallyall of such holders in substantially the same proportions relative to eachother; (ii) the Corporation sells (directly or indirectly) all or substantiallyall of its

 

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assets (including, without limitation, by means of the sale of thecapital stock or assets of one or more direct or indirect subsidiaries of theCorporation) to any other corporation or other legal entity, of which less thana majority of the combined voting power of the then outstanding votingsecurities (entitled to vote generally in the election of directors or personsperforming similar functions on behalf of such other corporation or legalentity) of such other corporation or legal entity is held in the aggregate bythe holders of Voting Stock of the Corporation immediately prior to such saleand/or such voting power is not held by substantially all of such holders insubstantially the same proportions relative to each other; (iii) any person (asthe term “person” is used in Section 13(d)(3) or Section 14(d)(2) ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes(subsequent to the date of the adoption of these By-Laws) the beneficial owner(as the term “beneficial owner” is defined under Rule 13d–3 or any successorrule or regulation promulgated under the Exchange Act) of securitiesrepresenting fifty percent (50%) or more of the combined voting power of thethen–outstanding securities entitled to vote generally in the election ofdirectors of the Corporation (“Voting Stock”); (iv) the Corporation files areport or proxy statement with the Securities and Exchange Commission pursuantto the Exchange Act disclosing in response to Form 8–K, Schedule 14A or Schedule 14C(or any successor schedule, form or report or item therein) that a change incontrol of the Corporation has occurred; (v) if during any one (1) year period,individuals who at the beginning of any such period constitute the directors ofthe Corporation cease for any reason to constitute at least a majority thereof,unless the election, or the nomination for election by the Corporation’sshareholders, of each director of the Corporation first elected during suchperiod was approved by a vote of at least two–thirds of (a) the directors ofthe Corporation then still in office who were directors of the Corporation atthe beginning of any such period or (b) directors referenced in clause (a)immediately preceding plus directors of the Corporation whose nomination and/orelection was approved by the directors referenced in clause (a) immediatelypreceding; or (vi) the shareholders of the Corporation approve a plancontemplating the liquidation or dissolution of the Corporation.

 

“Corporate Status”means the status of a person who is or was a director, officer, partner,employee, agent or fiduciary of the Corporation or of any other corporation,partnership, joint venture, trust, employee benefit plan or other enterprisewhich such person is or was serving at the request of the Corporation.

 

“DisinterestedDirector” means a director of the Corporation who is not a named defendant orrespondent to the proceeding or subject to a claim in respect of whichindemnification is sought by Indemnitee.

 

“Independent Counsel”means a law firm, or a member of a law firm, that is experienced in matters ofcorporation law and neither contemporaneously is, nor in the five yearstheretofore has been, retained to represent: (a) the Corporation or Indemnitee in any matter material to either suchparty, (b) any other party to the proceeding giving rise to a claim forindemnification hereunder or (c) the beneficial owner, directly or indirectly,of securities of the Corporation representing 30% or more of the combinedvoting power of the Corporation’s then outstanding voting securities.  Notwithstanding the foregoing, the term“Independent Counsel” shall not include any person who, under the applicablestandards of professional conduct then prevailing,

 

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would have a conflict of interest in representing either theCorporation or Indemnitee in an action to determine Indemnitee’s rights toindemnification under these By-Laws.

 

# ARTICLE V

#  

# CERTIFICATES AND SHAREHOLDERS

#  

## Section 1.               Certificates.  Certificates in the form determined by theBoard of Directors shall be delivered representing all shares to whichshareholders are entitled.  Certificatesshall be consecutively numbered and shall be entered in the books of theCorporation as they are issued.  Eachcertificate shall state on its face the holder’s name, the number and class ofshares, the par value of shares or a statement that such shares are without parvalue, and such other matters as may be required by law.  It shall be signed by the Chief ExecutiveOfficer and Secretary and such other officer or officers as the Board ofDirectors shall designate, and may be sealed with the seal of the Corporationor a facsimile thereof.  If a certificateis countersigned by a transfer agent or an assistant transfer agent orregistered by a registrar (either of which is other than the Corporation or anemployee of the Corporation), the signature of any officer may be facsimile.

##  

## Section 2.               Issuance.  Shares (both treasury and authorized but unissued)may be issued for such consideration (not less than par value) and to suchpersons as the Board of Directors may determine from time to time.  Shares may not be issued until the fullamount of the consideration, fixed as provided by law, has been paid.

##  

## Section 3.               Payment forShares.

##  

### (a)           Theconsideration for the issuance of shares shall consist of any tangible orintangible benefit to the Corporation, including cash, promissory notes,services performed, contracts for services to be performed, or other securitiesof the Corporation.

###  

### (b)           In theabsence of fraud in the transaction, the judgment of the Board of Directors asto the value of consideration received shall be conclusive.

###  

### (c)           Whenconsideration, fixed as provided by law, has been paid, the shares shall bedeemed to have been issued and shall be considered fully paid andnonassessable.

###  

### (d)           Theconsideration received for shares shall be allocated by the Board of Directors,in accordance with law, between stated capital and capital surplus accounts.

###  

## Section 4.               Subscriptions.  Unless otherwise provided in thesubscription agreement, subscriptions for shares, whether made before or afterorganization of the Corporation, shall be paid in full at such time or in suchinstallments and at such times as shall be determined by the Board ofDirectors.  Any call made by the Boardof Directors for payment on subscriptions shall be uniform as to all shares ofthe same series.  In case of default inthe payment on any installment or call when payment is due, the Corporation mayproceed to collect the amount due in the same manner as any debt due theCorporation.

 

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## Section 5.               Lost, Stolen orDestroyed Certificates.  TheCorporation shall issue a new certificate in place of any certificate forshares previously issued if the registered owner of the certificate:

##  

### (a)           Makesproof in affidavit form that it has been lost, destroyed, or wrongfully taken;and

###  

### (b)           Requeststhe issuance of a new certificate before the Corporation has notice that thecertificate has been acquired by a purchaser for value in good faith andwithout notice of an adverse claim; and

###  

### (c)           Gives abond in such form, and with such surety or sureties, with fixed or openpenalty, as the Corporation may direct, to indemnify the Corporation (and itstransfer agent and registrar, if any) against any claim that may be made onaccount of the alleged loss, destruction or theft of the certificate; and

###  

### (d)           Satisfiesany other reasonable requirements imposed by the Corporation.

###  

When a certificatehas been lost, apparently destroyed or wrongfully taken, and the holder ofrecord fails to notify the Corporation within a reasonable time after he or shehas notice of it, and the Corporation registers a transfer of the sharesrepresented by the certificate before receiving such notification, the holderof record is precluded from making any claim against the Corporation for thetransfer or for a new certificate.

 

## Section 6.               Registration ofTransfer.  The Corporation shallregister the transfer of a new certificate for shares presented to it fortransfer if:

##  

### (a)           Thecertificate is properly endorsed by the registered owner or by his or her dulyauthorized attorney; and

###  

### (b)           Thesignature of such person has been guaranteed by a national banking associationor member of the New York Stock Exchange and reasonable assurance is given thatsuch endorsements are effective; and

###  

### (c)           TheCorporation has no notice of an adverse claim or has discharged any duty toinquire into such a claim; and

###  

### (d)           Anyapplicable law relating to the collection of taxes has been complied with.

###  

## Section 7.               Registered Owner.  Prior to due presentment for registration oftransfer of a certificate for shares, the Corporation may treat the registeredowner as the person exclusively entitled to vote, to receive notices andotherwise to exercise all the rights and powers of a shareholder.

##  

## Section 8.               Pre-EmptiveRights.  No shareholder or otherperson shall have any pre-emptive right whatsoever.

 

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# ARTICLE VI

#  

# MISCELLANEOUS PROVISIONS

#  

## Section 1.               Offices.  Until the Board of Directors otherwisedetermines, the registered office of the Corporation required by the TBCA to bemaintained in the State of Texas, shall be the principal place of business ofthe Corporation, but such registered office may be changed from time to time bythe Board of Directors in the manner provided by law and need not be identicalto the principal business of the Corporation.

##  

## Section 2.               Notice andWaiver of Notice.  Whenever anynotice whatever is required to be given under the provisions of these By-Laws,said notice shall be deemed to be sufficient if given by depositing the same ina post office box in a sealed postpaid wrapper addressed to the person entitledthereto at his or her post office address, as it appears on the books of theCorporation, and such notice shall be deemed to have been given on the day ofsuch mailing.  A waiver of notice,signed by the person or persons entitled to said notice, whether before orafter the time stated therein, shall be deemed equivalent thereto.

##  

## Section 3.               Securities ofOther Corporations.  The ChiefExecutive Officer of the Corporation shall have power and authority totransfer, endorse for transfer, vote, consent or take any other action withrespect to any securities of another issuer which may be held or owned by theCorporation and to make, execute and deliver any waiver, proxy or consent withrespect to any such securities.

##  

## Section 4.               Fiscal Year.  The fiscal year of the Corporation shall befixed by resolution of the Board of Directors.

##  

## Section 5.               Relation toArticles of Incorporation.  TheseBy-Laws are subject to, and governed by, the Articles of Incorporation.

##  

# ARTICLE VII

#  

# AMENDMENTS

#  

These By-Laws maybe altered, amended or repealed, and new By-Laws may be adopted, by theDirectors, subject to repeal or change by action of the shareholders.

 

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