EXHIBIT 3.1
         BYLAWS
  OF
  GREEN
BUILDERS, INC.
         
   TABLE OF
      CONTENTSARTICLE 1
            Identification
            1Section
      1.01.
            Name
            1Section
      1.02.
            Registered Office and Resident
      Agent
            1Section
      1.03.
            Other Offices
            1Section
      1.04.
            Fiscal
      Year
            1ARTICLE 2
            Capital Stock
            1Section
      2.01.
            Consideration for
      Shares
            1Section
      2.02.
            Certificates Representing
      Shares
            1Section
      2.03.
            Transfer of Stock
            1Section
      2.04.
            Regulations
            1ARTICLE 3
            The Shareholders
            2Section
      3.01.
            Place of Shareholder
      Meetings
            2Section
      3.02.
            Annual Shareholder
      Meeting
            2Section
      3.03.
            Special Shareholder
      Meetings
            2Section
      3.04.
            Business at Meetings of
      Shareholders
            2Section
      3.05.
            Notice of Shareholder
      Meetings
            3Section
      3.06.
            Record Date and Closing Stock
      Books
            3Section
      3.07.
            Stock
      List
            3Section
      3.08.
            Shareholder Quorum
            4Section
      3.09.
            Adjourned Shareholder
      Meetings
            4Section
      3.10.
            Voting
            4Section
      3.11.
            Action Without
      Meeting
            4Section
      3.12.
            Proxies
            5Section
      3.13.
            Definition of
      “Shareholder”
            5ARTICLE 4
            The Board of
      Directors
            5Section
      4.01.
            Number: Term:
      Election
            5Section
      4.02.
            Nominations
            5Section
      4.03.
            Removal
            6Section
      4.04.
            Vacancies
            7Section
      4.05.
            Annual Meeting
            7Section
      4.06.
            Regular Meetings
            7Section
      4.07.
            Other Meetings
            7Section
      4.08.
            Notice of Adjourned
      Meetings
            8Section
      4.09.
            Entry of Notice
            8Section
      4.10.
            Waiver of Notice
            8Section
      4.11.
            Quorum
            8Section
      4.12.
            Participation in Meetings by
      Telephone
            8Section
      4.13.
            Adjournment
            8Section
      4.14.
            Action Without
      Meeting
            8Section
      4.15.
            Fees and Compensation
            9Section
      4.16.
            Definitions
            9Section
      4.17.
            Indemnification
            9
 
 -i-
  Section
      4.18.
            Successful Defense
            10Section
      4.19.
            Determinations
            10Section
      4.20.
            Advancement of
      Expenses
            11Section
      4.21.
            Employee Benefit
      Plans
            11Section
      4.22.
            Other Indemnification and
      Insurance
            11Section
      4.23.
            Notice
            11Section
      4.24.
            Construction
            11Section
      4.25.
            Continuing Offer, Reliance,
      etc
            12Section
      4.26.
            Effect of Amendment
            12Section
      4.27.
            Powers of Board of
      Directors
            12Section
      4.28.
            Committees
            12Section
      4.29.
            Audit Committee
            12ARTICLE 5
            The Officers
            12Section
      5.01.
            Officers
            12Section
      5.02.
            Election
            13Section
      5.03.
            Subordinate Officers
            13Section
      5.04.
            Removal and
      Resignation
            13Section
      5.05.
            Vacancies
            13Section
      5.06.
            Chairman of the Board
            13Section
      5.07.
            Chief Executive
      Officer
            13Section
      5.08.
            President
            14Section
      5.09.
            Vice Presidents
            14Section
      5.10.
            Secretary
            14Section
      5.11.
            Assistant Secretaries
            14Section
      5.12.
            Chief Financial
      Officer
            15Section
      5.13.
            Treasurer
            15Section
      5.14.
            Assistant Treasurers
            15Section
      5.15.
            Corporate Bank
      Accounts
            15Section
      5.16.
            Transfers of
      Authority
            15ARTICLE 6
            Miscellaneous
            15Section
      6.01.
            Checks, Drafts, etc
            15Section
      6.02.
            Contracts, etc., How
      Executed
            15Section
      6.03.
            Lost Certificates of
      Stock
            16Section
      6.04.
            Representation of
      Shares
            16Section
      6.05.
            Inspection of Bylaws
            16ARTICLE 7
            Amendments
            16Section
      7.01.
            Power of Shareholders
            16Section
      7.02.
            Power of Directors
            16
  -ii-
  BYLAWS
 OF
 GREEN
BUILDERS, INC.
   ARTICLE
1
 Identification
  Section
1.01.Name. The name of the
Corporation is Green Builders, Inc.
  Section
1.02.Registered
Office and Resident Agent.
The address of the registered office of the Corporation is 8121 Bee Caves Road,
Austin, Texas 78746. The name of the resident agent at such address is Clark N.
Wilson. The registered office and resident agent may be changed at any time by
the Board of Directors.
  Section 1.03.Other
Offices. The principal
business office of the Corporation shall be established by the Board of
Directors and branch or subordinate offices may be established by the Board of
Directors.
  Section 1.04.Fiscal
Year. The fiscal year of
the Corporation will be determined by resolution of the Board of
Directors.
  ARTICLE
2
 Capital
Stock
  Section 2.01.Consideration
for Shares. The capital
stock may be issued for such consideration as shall be fixed from time to time
by the Board of Directors. Treasury shares may be disposed of by the Corporation
for such consideration as may be fixed from time to time by the Board of
Directors.
  Section 2.02.Certificates
Representing Shares. Each
shareholder is entitled to a certificate in such form as may be required by
applicable law signed by the Chief Executive Officer, President or a Vice
President, and the Secretary (or an Assistant Secretary), certifying the number
of shares owned by the shareholder in the Corporation.
  In case any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on, any certificate or certificates shall cease to be an officer or
officers of the Corporation, whether because of death, resignation or otherwise,
before the certificate or certificates shall have been delivered by the
Corporation, the certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or persons who
signed the certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be an officer or
officers of the Corporation.
  Section 2.03.Transfer of
Stock. Transfers of stock
shall be made only upon the transfer books of the Corporation kept in an office
of the Corporation or by transfer agents designated to transfer shares of the
stock of the Corporation.
  Section 2.04.Regulations. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.
  
  ARTICLE 3
 The
Shareholders
  Section 3.01.Place of
Shareholder Meetings.
Meetings of the shareholders shall be held at the principal executive offices of
the Corporation, or at such other place as may be designated by the Chairman of
the Board, Chief Executive Officer, President or the Board of
Directors.
  Section 3.02.Annual
Shareholder Meeting. The
annual meeting of the shareholders shall be held on such date and at such time
as the Board of Directors shall fix for the purposes of electing Directors and
transacting such other business as may properly be brought before the
meeting.
  Section 3.03.Special
Shareholder Meetings.
Subject to any restrictions or limitations expressed in the Certificate of
Formation, any special shareholders’ meetings may be called only by the Board of
Directors, and shall be held on such date and at such time as shall be fixed by
resolution. Written notice of a special meeting of shareholders stating the time
and place and object thereof shall be given to each shareholder entitled to vote
at such meeting not less then ten (10) day nor more than sixty (60) days before
such meeting, unless a greater period of notice is required by
statute.
  Section 3.04.Business at
Meetings of Shareholders.
Except as otherwise provided by law (including but not limited to Rule 14a-8 of
the Securities Exchange Act of 1934, as amended, or any successor provision
thereto, if applicable) or in these Bylaws, the business which shall be
conducted at any meeting of the shareholders shall (a) have been specified in
the written notice of the meeting (or any supplement thereto) given by the
Corporation, (b) be brought before the meeting at the direction of the Board of
Directors or the presiding officer of the meeting, or (c) have been specified in
a written notice given to the Secretary of the Corporation by or on behalf of
any shareholder who shall have been a shareholder of record on the record date
for such meeting and who shall continue to be entitled to vote thereat (the
“Shareholders Notice”), in accordance with all of the following
requirements:
  (1)Each Shareholder Notice
must be delivered to, or mailed and received at, the principal executive offices
of the Corporation:
  (i)in the case of an annual meeting that
is called for a date that is within thirty (30) days before or after the
anniversary date of the immediately preceding annual meeting of shareholders,
not less than sixty (60) days nor more than ninety (90) days prior to such
anniversary date; and
  (ii)in the case of an annual meeting that
is called for a date that is not within thirty (30) days before or after the
anniversary date of the immediately preceding annual meeting, not later than the
close of business on the tenth day following the day on which notice of the date
of the meeting was mailed or public disclosure of the date of the meeting was
made, whichever occurs first; and
  (2) Each such Shareholder Notice must set
forth each of the following:
  (a) the name and address of the
shareholder who intends to bring the business
before the meeting;
  2
  (b)the general nature of the business
which he or she seeks to bring before the meeting; and
  (c)a representation that the shareholder
is a holder of record of the stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to bring the
business specified in the notice before the meeting.
  The presiding officer of the meeting
may, in his or her sole discretion, refuse to acknowledge any business proposed
by a shareholder not made in compliance with the foregoing
procedure.
  Section 3.05.Notice of
Shareholder Meetings.
Written notice stating the place, day and hour of a shareholders’ meeting must
be delivered not less than ten (10) days, nor more than sixty (60) days before
the date of the meeting, either personally, or by mail, or by other means of
written communication or by means of electronic transmission consented to by the
stockholder, charges prepaid, by or at the direction of the Chairman of the
Board, Chief Executive Officer, President, or Secretary, to each shareholder of
record entitled to vote at the meeting. If mailed, the notice shall be
considered to be delivered when deposited in the United States mail addressed to
the shareholder at the shareholder’s address as it appears on the stock transfer
books of the Corporation, with postage prepaid. If a shareholder gives no
address, notice shall be deemed to have been given to the shareholder if sent by
mail or other written communication addressed to the place where the
Corporation’s registered office is located, or if published at least once in
some newspaper of general circulation in the county in which the Corporation’s
registered office is located. Waiver by a shareholder in writing of notice of a
meeting is equivalent to giving notice. Attendance by a shareholder, without
objection to the notice, whether in person or by proxy, at a meeting is a waiver
of notice of the meeting. An entry in the minutes of any meeting of
shareholders, whether annual or special, to the effect that notice has been duly
given shall be conclusive and incontrovertible evidence that due notice of the
meeting was given to all shareholders as required by law and these
Bylaws.
  Section 3.06.Record Date
and Closing Stock Books.
The Board of Directors may fix a time in the future, as a record date for the
determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders, or entitled to receive any dividend or distribution, or
any allotment of rights, or to exercise rights in respect to any change,
conversion or exchange of shares. The record date so fixed shall not be more
than sixty (60) days prior to the date of the meeting or event for the purposes
of which it is fixed. When a record date is so fixed, only shareholders of
record on that date shall be entitled to notice of and to vote at the meeting,
or to receive the dividend, distribution or allotment of rights, or to exercise
the rights, as the case may be, notwithstanding any transfer of any shares on
the books of the Corporation after the record date. The Board of Directors may
close the books of the Corporation against transfers of shares during the whole
or any part of the sixty (60) day period.
  Section 3.07.Stock
List. A complete list of
all shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order for each class of stock and showing the address of each such
shareholder and the number of shares registered in his or her name, shall be
open to the examination of any such shareholder, for any purpose germane to the
meeting, during ordinary business hours for period of at least ten (10) days
prior to the meeting, either at a place within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held.
  3
  Section 3.08.Shareholder
Quorum. A majority of the
shares entitled to vote on any matter, represented in person or by proxy, is a
quorum at a shareholders’ meeting, unless or except to the extent that the
presence of a larger number may be required by law. Where separate vote by a
class or classes is required, a majority of the shares of such class or classes
present in person or represented by proxy shall constitute a quorum entitled to
take action with respect to that vote on that matter. The shareholders present
at a duly organized meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
  Section 3.09.Adjourned
Shareholder Meetings. Any
shareholders’ meeting, whether annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of a majority of the
shares, the holders of which are either present in person or represented by
proxy, but in the absence of a quorum no other business may be transacted at any
shareholders’ meeting.
  When any shareholders’ meeting, either
annual or special, is adjourned for thirty (30) days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. As to
any adjournment of less than thirty (30) days, it shall not be necessary to give
any notice of the time and place of the adjourned meeting or of the business to
be transacted, other than by announcement at the meeting at which the
adjournment is taken.
  Section 3.10.Voting. Except as otherwise provided by law,
only persons in whose names shares entitled to vote stand on the stock registry
of the Corporation on the day prior to any shareholders’ meeting, or, if a
record date for voting purposes is fixed as provided in Section 3.06 of these
Bylaws, then on that record date, shall be entitled to vote at the meeting.
Unless otherwise directed by the presiding officer, voting shall be by ballots,
each of which shall state the name of the shareholder or the shareholder’s proxy
voting the shares and such other information as may be required under the
procedure established for the meeting. The Corporation may, and to the extent
required by law shall, in advance of any meeting of shareholders, appoint one or
more inspectors to act at the meeting and make written report thereof. Each vote
taken by ballots shall be counted by an inspector or inspectors appointed by the
chairman of the meeting.
  Except as otherwise provided by law or
by an express provision in the Certificate of Formation, or of any Certificate
of Designation for a series of Preferred Stock, each full share is entitled to
one vote and, when a quorum is present at the commencement of any shareholders’
meeting, a matter (other than the election of directors) is approved if the
votes cast, in person or by proxy, favoring the action exceed the votes cast
against the action. Fractional shares shall not be entitled to any voting rights
whatsoever.
  Section 3.11.Action
Without Meeting. Subject
to any restrictions or limitations expressed in the Certificate of Formation,
any action which, under applicable provisions of law, may be taken or ratified
at a meeting of the shareholders, may be taken or ratified without a meeting if
authorized in writing by shareholders holding a majority of the voting power and
entitled to vote on the action presented. In no instance where action is taken
by such written consent need a meeting of the shareholders be called or noticed.
The Board of Directors may fix a record date to determine the shareholders entitled to sign the
written consent. If no record date has been fixed by the Board of Directors, the
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by Texas law, shall be the earliest date that a shareholder signed the
written consent. All written consents shall be filed with the minutes of the
proceeding of the shareholders and shall be effective, as determined by the
Board, upon receipt of such written consent, or counterparts thereof, executed
by shareholders owning in the aggregate the required number of shares necessary
to approve the action presented.
  4
  Section 3.12.Proxies. Every person entitled to vote or
execute consents shall have the right to do so either in person or by an agent
or agents authorized by a written proxy executed by the person or by the
person’s duly authorized agent and filed with the Secretary of the Corporation;
provided, that no proxy shall be valid after the expiration of six (6) months
from the date of its execution unless the person executing it specified therein
the length of time for which the proxy is to continue in force, which in no
event shall exceed seven (7) years from the date of its
execution.
  Section 3.13.Definition
of “Shareholder”. As used
in these Bylaws, the term “shareholder”, and any term of like import, shall
include all persons entitled to vote the shares held by a shareholder, unless
the context in which the term is used indicates that a different meaning is
intended.
  ARTICLE
4
 The
Board of Directors
  Section 4.01.Number:
Term: Election. The
number, term and classes (if any) of Directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized Directors (whether or not there
exists any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board for adoption). Notwithstanding any stated
term, all directors shall continue in office until the election and
qualification of their respective successors in office or the expiration of the
term of the directorship held by the director. No decrease in the number of
Directors shall have the effect of shortening the terms of any incumbent
director. Unless Directors are elected by the written consent of stockholders
holding not less than a majority of the voting power (or such different
proportion of voting power as may be required) Directors shall be elected by a
plurality of the votes cast at the election of directors. Election of Directors
need not be by written ballot.
  Section 4.02.Nominations. 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 at the
annual meeting, by or at the direction of the Board of Directors, may be made by
the Board of Directors or any Nominating Committee or person appointed by the
Board of Directors; nominations may also be made 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 Article 4. Such
nomination, 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 timely, a shareholder’s nomination shall be delivered
to or mailed and received at the principal executive office of the Corporation
addressed to the attention of the Secretary of the Corporation not less than
thirty-five (35) days prior to the meeting or the date the shareholders are first solicited for their
consents as the case may be; provided, however, that, in the case of an annual
meeting and in the event that less than fifty (50) days’ notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so received no later than the earlier
of(a) the close of business on the tenth (10th) day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made, whichever first occurs, or (b) two (2) days prior to the date of the
meeting.
  5
  Such shareholder’s nomination to the Secretary shall set forth:
  (a)as to each person whom the
shareholder proposes to nominate for election or reelection as a Director, each
of the following:
  (i)
            the name, age, business address
      and residence address of theperson;(ii)
            the principal occupation or
      employment of the person;(iii)
            the class and number of shares of
      capital stock of the Corporationwhich are
      beneficially owned by the person;(iv)
            a
      statement as to the person’s citizenship; and(v)
            any other information relating to
      the person that is required to be disclosed in solicitations for proxies
      for election of Directors pursuant to Section 14 of the Securities
      Exchange Action of 1934, as amended, and the rules and regulations
      promulgated thereunder; and
  (b)    as to the shareholder giving the nomination notice, each
of the following:
  (i)
            the name and record address of
      the shareholder giving the notice;(ii)
            the name and record address of
      the shareholder; and(iii)
            the class, series and number of
      shares of capital stock of the Corporation which are 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 suitability 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.
  In connection with any annual meeting,
the Chairman of the Board or the Chief Executive Officer or such officer
presiding at the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the foregoing
procedure and that the defective nomination shall be
disregarded.
  Section 4.03.Removal. Unless otherwise restricted by the
Certificate of Formation, these Bylaws or applicable law, any Director or the
entire Board may be removed for cause by the holders of a majority of shares entitled to vote at an election
of Directors. As used herein, “cause” shall mean (i) a Director’s gross
negligence in the performance or intentional non-performance of any of the
Director’s material duties and responsibilities to the Company, (ii) the
Director’s dishonesty or fraud with respect to the business, reputation or
affairs of the Company or (iii) the conviction of a Director for a felony crime
or arrest for a crime which bears on the Director’s honesty.
  6
  Section 4.04.Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the Board of Directors was present, or by
a sole remaining Director. A Director elected to fill a vacancy shall be elected
for the unexpired term of the Director’s predecessor in
office.
  A vacancy or vacancies in the Board of
Directors shall be deemed to exist in case of the death, resignation or removal
of any Director, or if the authorized number of Directors be increased, or if
the shareholders fail at any annual or special meeting of shareholders at which
any Director or Directors are elected to elect the full authorized number of
Directors to be voted for at that meeting, or if a vacancy is declared by the
Board of Directors for any reason permitted by law.
  The shareholders may elect a Director
or Directors at any time to fill any vacancy or vacancies not filled by the
Board of Directors. If the Board of Directors accepts the resignation of a
Director tendered to take effect at a future time, the Board of Directors shall
have power to elect a successor to take office when the resignation is to become
effective.
  Section 4.05.Annual
Meeting. Immediately after
the annual meeting of the shareholders, at the same place as the meeting of the
shareholders or such other place as may be provided in a notice thereof, the
Board of Directors shall meet each year for the purpose of organization,
election of officers, and consideration of any other business that may properly
be brought before the meeting. No notice of any kind to either old or new
members of the Board of Directors for this annual meeting shall be necessary
unless the meeting is to be held at a place other than the place of the meeting
of the shareholders, in which case notice of the place of the meeting shall be
given as provided in Section 4.07.
  Section 4.06.Regular
Meetings. Regular meetings
of the Board of Directors shall be held at the times and places within or
without the State of Texas as may be designated from time to time by resolution
of the Board of Directors or by written consent of all members of the Board of
Directors. No notice of any kind to members of the Board of Directors for these
regular meetings shall be necessary unless the meeting is to be held at a place
other than the principal executive office of the Corporation, in which case
notice of the place of the meeting shall be given as provided in Section
4.07.
  Section 4.07.Other
Meetings. Other meetings
of the Board of Directors for any purpose or purposes may be held at any time
upon call by the Chairman of the Board, Chief Executive Officer, President or,
if any of the above listed officers is absent or unable or refuses to act, by
any Vice President or by any two (2) Directors. The other meetings may be held
at any place within or without the State of Texas as may be designated from time
to time by resolution of the Board of Directors or by written consent of all
Directors.
  7
  Written notice of the time and place of
other meetings shall be delivered personally to each Director or sent to each
Director by mail or other form of written or electronic communication consented to by such Director, charged prepaid,
addressed to the Director at the Director’s address, facsimile number or e-mail
address as it is shown upon the records of the Corporation or, if the address of
the Director is not so shown on the Corporation’s records or is not readily
ascertainable, at the place in which the meetings of the Directors are regularly
held. In case the notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the telegraph company in the place in which
the principal executive office of the Corporation is located at least
twenty-four (24) hours prior to the time of the holding of the meeting. In case
the notice is delivered personally as above provided, it shall be so delivered
at least eight (8) hours prior to the time of the holding of the meeting. The
mailing, telegraphing or delivery as above provided shall constitute due, legal
and personal notice to the Director.
  Section 4.08.Notice of
Adjourned Meetings. Notice
of the time and place of holding an adjourned meeting need not be given to
absent Directors if the time and place be fixed at the meeting
adjourned.
  Section 4.09.Entry of
Notice. An entry in the
minutes of any special meeting of the Board of Directors to the effect that
notice has been duly given shall be conclusive and incontrovertible evidence
that due notice of the special meeting was given to all Directors as required by
law and by these Bylaws.
  Section 4.10.Waiver of
Notice. The transactions
of any meeting of the Board of Directors, however called and noticed or wherever
held, shall be as valid as though had at a meeting duly held after regular call
and notice, if a quorum be present, and if, either before or after the meeting,
each of the Directors not present signs a written waiver of notice or a consent
to the holding of the meeting or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.
  Section 4.11.Quorum. A majority of the established number
of Directors shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or decision done
or made by a majority of the Directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the Board of Directors unless
a greater number or different vote be required by the Certificate of Formation,
these Bylaws or applicable law.
  Section 4.12.Participation
in Meetings by Telephone.
Members of the Board of Directors, or of any committee thereof, may participate
in any meeting of the Board of Directors or committee by means of telephone
conference or similar communications by which all persons participating in the
meeting can hear each other and such participation shall constitute presence in
person at such meeting.
  Section 4.13.Adjournment. A quorum of the Directors may adjourn
any Directors’ meeting to meet again at a stated day and hour; provided,
however, that in the absence of a quorum, a majority of the Directors present at
any Directors’ meeting either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board of
Directors.
  Section 4.14.Action
Without Meeting. Any
action required or permitted to be taken by the Board of Directors under the
Certificate of Formation, these Bylaws, or under applicable law, may be taken
without a meeting if all members of the Board of Directors shall individually
or collectively consent, in writing, before or after the action, to
the action. Any action by written consent shall have the same force and effect
as a unanimous vote of all Directors. All written consents must be filed with
the Secretary.
  8
  Section 4.15.Fees and
Compensation. Directors
shall not receive any stated salary for their services as Directors or as
members of committees, but, by resolution of the Board of Directors, a fixed
fee, with or without expenses of attendance, may be allowed to Directors for the
Director’s services. Nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity as an officer,
agent, employee or otherwise, and receiving compensation
therefor.
  Section 4.16.Definitions. In this
Article 4:
  “Indemnitee” means (i) any present or former
Director, advisory director or officer of the Corporation, (ii) any person who
while serving in any of the capacities referred to in clause (i) hereof served
at the Corporation’s request 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, and (iii) any person nominated or
designated by (or pursuant to authority granted by) the Board or any committee
thereof to serve in any of the capacities referred to in clauses (i) or (ii)
hereof.
  “Official
Capacity” means (i) when
used with respect to a Director, the office of Director of the Corporation, and
(ii) when used with respect to a person other than a Director, the elective or
appointive office of the Corporation held by such person or the employment or
agency relationship undertaken by such person on behalf of the Corporation, but
in each case does not include service for any other foreign or domestic
corporation or any partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise.
  “Proceeding” means any threatened, 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.
  Section 4.17.Indemnification.The Corporation shall indemnify every
Indemnitee against all judgments, penalties (including excise and similar
taxes), fines, amounts paid in settlement and reasonable expenses actually
incurred by the Indemnitee in connection with any Proceeding in which he was, is
or is threatened to be named defendant or respondent, or in which he was or is a
witness without being named a defendant or respondent, by reason, in whole or in
part, of his serving or having served, or having been nominated or designated to
serve, in any of the official capacities referred to in Section 4.16, if it is
determined in accordance with Section 4.19 that the Indemnitee (a) conducted
himself in good faith, (b) reasonably believed, in the case of conduct in his
Official Capacity, that his conduct was in the Corporation’s best interests and,
in all other cases, that his conduct was at least not opposed to the
Corporation’s best interests, and (c) in the case of any criminal proceeding,
had no reasonable cause to believe that his conduct was unlawful; provided,
however, that in the event that an Indemnitee is found liable to the Corporation
or is found liable on the basis that personal benefit was improperly received by
the Indemnitee the indemnification (i) is limited to reasonable expenses
actually incurred by the
  9
  Indemnitee in connection
with the Proceeding and (ii) shall not be made in
respect of any Proceeding in which the Indemnitee shall have been found liable
for willful or intentional misconduct in the performance of his duty to the
Corporation. Except as provided in the immediately preceding proviso to the
first sentence of this Section 4.17, no indemnification shall be made under this
Section 4.17 in respect of any Proceeding in which such Indemnitee shall have
been (x) found liable on the basis that personal benefit was improperly received
by him, whether or not the benefit resulted from an action taken in the
Indemnitee’s Official Capacity, or (y) found liable to the Corporation. The
termination of any Proceeding by judgment, order, settlement or conviction, or
on a plea of nolo contendere or its equivalent, is not of itself determinative
that the Indemnitee did not meet the requirements set forth in clauses (a), (b)
or (c) in the first sentence of this Section 4.17. An Indemnitee shall be deemed
to have been found liable in respect of any claim, issue or matter only after
the Indemnitee shall have been so adjudged by a court of competent jurisdiction
after exhaustion of all appeals therefrom. Reasonable expenses shall include,
without limitation, all court costs and all fees and disbursements of attorneys
for the Indemnitee. The indemnification provided herein shall be applicable
whether or not negligence or gross negligence of the Indemnitee is alleged or
proven.
  Section 4.18.Successful
Defense. Without
limitation of Section 4.17 and in addition to the indemnification provided for
in Section 4.17, the Corporation shall indemnify every Indemnitee against
reasonable expenses incurred by such person in connection with any Proceeding in
which he is a witness or a named defendant or respondent because he served in
any of the official capacities referred to in Section 4.16, if such person has
been wholly successful, on the merits or otherwise, in defense of the
Proceeding.
  Section 4.19.Determinations. Any indemnification under Section
4.17 (unless ordered by a court of competent jurisdiction) shall be made by the
Corporation only upon a determination that indemnification of the Indemnitee is
proper in the circumstances because he has met the applicable standard of
conduct. Such determination shall be made (a) by the Board by a majority vote of
a quorum consisting of Directors who, at the time of such vote, are not named
defendants or respondents in the Proceeding; (b) if such a quorum cannot be
obtained, then by a majority vote of a committee of the Board, duly designated
to act in the matter by a majority vote of all Directors (in which designation
Directors who are named defendants or respondents in the Proceeding may
participate), such committee to consist solely of two (2) or more Directors who,
at the time of the committee vote, are not named defendants or respondents in
the Proceeding; (c) by special legal counsel selected by the Board or a
committee thereof by vote as set forth in clauses (a) or (b) of this Section
4.19 or, if the requisite quorum of all of the Directors cannot be obtained
therefor and such committee cannot be established, by a majority vote of all of
the Directors (in which Directors who are named defendants or respondents in the
Proceeding may participate); or (d) by the shareholders in a vote that excludes
the shares held by Directors that are named defendants or respondents in the
Proceeding. Determination as to reasonableness of expenses shall be made in the
same manner as the determination that indemnification is permissible, except
that if the determination that indemnification is permissible is made by special
legal counsel, determination as to reasonableness of expenses must be made in
the manner specified in clause (c) of the preceding sentence for the selection
of special legal counsel. In the event a determination is made under this
Section 4.19 that the Indemnitee has met the applicable standard of conduct as
to some matters but not as to others, amounts to be indemnified may be
reasonably prorated.
  10
  Section 4.20.Advancement
of Expenses. Reasonable
expenses (including court costs and attorneys’ fees) incurred by an Indemnitee
who was or is a witness or was, is or is threatened to be made a named defendant
or respondent in a Proceeding shall be paid by the Corporation at reasonable
intervals in advance of the final disposition of such Proceeding, and without
making the determination specified in Section 4.19, after receipt by the
Corporation of (a) a written affirmation by such Indemnitee of his good faith
belief that he has met the standard of conduct necessary for indemnification by
the Corporation under this Article and (b) a written undertaking by or on behalf
of such Indemnitee to repay the amount paid or reimbursed by the Corporation if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article. Such written undertaking shall be
an unlimited obligation of the Indemnitee but need not be secured and it may be
accepted without reference to financial ability to make repayment.
Notwithstanding any other provision of this Article, the Corporation may pay or
reimburse expenses incurred by an Indemnitee in connection with his appearance
as a witness or other participation in a Proceeding at a time when he is not
named a defendant or respondent in the Proceeding.
  Section 4.21.Employee
Benefit Plans. For
purposes of this Article, the Corporation shall be deemed to have requested an
Indemnitee to serve an employee benefit plan whenever the performance by him of
his duties to the Corporation also imposes duties on or otherwise involves
services by him to the plan or participants or beneficiaries of the plan. Excise
taxes assessed on an Indemnitee with respect to an employee benefit plan
pursuant to applicable law shall be deemed fines. Action taken or omitted by an
Indemnitee with respect to an employee benefit plan in the performance of his
duties for a purpose reasonably believed by him to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the
Corporation.
  Section 4.22.Other
Indemnification and Insurance. The indemnification provided by this
Article shall (a) not be deemed exclusive of, or to preclude, any other rights
to which those seeking indemnification may at any time be entitled under the
Corporation’s Certificate of Formation, any law, agreement or vote of
shareholders or disinterested Directors, or otherwise, or under any policy or
policies of insurance purchased and maintained by the Corporation on behalf of
any Indemnitee, both as to action in his Official Capacity and as to action in
any other capacity, (b) continue as to a person who has ceased to be in the
capacity by reason of which he was an Indemnitee with respect to matters arising
during the period he was in such capacity, and (c) inure to the benefit of the
heirs, executors and administrators of such a person.
  Section 4.23.Notice. Any indemnification of or advance of
expenses to an Indemnitee in accordance with this Article shall be reported in
writing to the shareholders of the Corporation 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 and, in any
case, within the twelve-month period immediately following the date of the
indemnification or advance.
  Section 4.24.Construction. The indemnification provided by this
Article shall be subject to all valid and applicable laws, including, without
limitation, Chapter 8 of the Texas Business Organizations Code, and, in the
event this Article or any of the provisions hereof or the indemnification
contemplated hereby are found to be inconsistent with or contrary to any such
valid laws, the latter shall be deemed to control and this Article shall be
regarded as modified accordingly, and, as so modified, to continue in full force
and effect.
  11
  Section 4.25.Continuing
Offer, Reliance, etc.The
provisions of this Article (a) are for the benefit of, and may be enforced by,
each Indemnitee of the Corporation, the same as if set forth in their entirety
in a written instrument duly executed and delivered by the Corporation and such
Indemnitee and (b) constitute a continuing offer to all present and future
Indemnitees. The Corporation, by its adoption of these Bylaws, (x) acknowledges
and agrees that each Indemnitee of the Corporation has relied upon and will
continue to rely upon the provisions of this Article in becoming, and serving in
any of the capacities referred to in Section 4.16 of this Article, (y) waives
reliance upon, and all notices of acceptance of, such provisions by such
Indemnitees and (z) acknowledges and agrees that no present or future Indemnitee
shall be prejudiced in his right to enforce the provisions of this Article in
accordance with their terms by any act or failure to act on the part of the
Corporation.
  Section 4.26.Effect of
Amendment. No amendment,
modification or repeal of this Article or any provision hereof shall in any
manner terminate, reduce or impair the right of any past, present or future
Indemnitees to be indemnified by the Corporation, nor the obligation of the
Corporation to indemnify any such Indemnitees, under and in accordance with the
provisions of the Article as in effect immediately prior to such amendment,
modification or repeal with respect to claims arising from or relating to
matters occurring, in whole or in part, prior to such amendment, modification or
repeal, regardless of when such claims may arise or be
asserted.
  Section 4.27.Powers of
Board of Directors. The
Board of Directors may, except as otherwise provided or required bylaw, exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation.
  Section 4.28.Committees. The Board of Directors, by resolution
passed by a majority of the whole Board, may from time to time designate
committees of the Board of Directors, including, without limitation, Executive,
Nominating and Corporate Governance, Audit and Compensation Committees with such
lawfully delegable powers and duties as the Board of Directors may confer, to
serve at the pleasure of the Board of Directors and shall, for those committees
and any other provided herein, elect one or more directors to serve on such
committees. Except as otherwise provided in these Bylaws or by resolution of the
Board of Directors, each committee may fix its own rules of procedure and shall
hold its meetings as provided by such rules.
  Section 4.29.Audit
Committee. The Board of
Directors may, by resolution passed by a majority of the whole Board, create an
Audit Committee. If created, the majority of the members of the Audit Committee
shall be independent directors. The Audit Committee shall conduct appropriate
reviews of all related party transaction, review situations and transactions
that may pose a potential or actual conflicts of interest and perform such other
responsibilities as the Board of Directors may direct by
resolution.
  ARTICLE
5
 The
Officers
  Section 5.01.Officers. The officers of the Corporation must
include a President, Treasurer and Secretary. The Corporation may also have, at
the discretion of the Board of Directors, a Chairman of the Board, a Chief
Executive Officer, a Chief Financial Officer, one or more vice presidents, one
or more assistant treasurers, one or more assistance secretaries, and such other
officers as may be designated from time to time by the Board of Directors. Any number of offices may be held by the same person. The officers
shall be elected by the Board of Directors or appointed by officers granted
powers of appointment by the Board of Directors, subject to any powers of
removal set forth as set forth in Section 5.04. Officers need not be
Directors.
  12
  Section 5.02.Election. The officers of the Corporation,
except those officers as may be appointed in accordance with the provisions of
Section 5.03 or Section 5.05 of this Article, shall be elected annually by the
Board of Directors, and each shall hold office until the officer shall resign or
shall be removed or otherwise disqualified to serve, or the officer’s successor
shall be elected and qualified; provided that officers may be elected at any
time by the Board of Directors, or, as permitted by Section 5.05 of this
Article, appointed by the Chairman of the Board, for the purpose of initially
filling an office or filling a newly created or vacant
office.
  Section 5.03.Subordinate
Officers. The Board of
Directors may elect, and may empower any officer to appoint, such officers as
the business of the Corporation may require, each of whom shall hold office for
the term, have the authority and perform the duties as are provided in these
Bylaws or as the Board of Directors may from time to time
determine.
  Section 5.04.Removal and
Resignation. Any officer
may, subject to any contractual arrangements between the officer and the
Corporation, be removed, either with or without cause, by a majority of the
Directors in office at the time, at any regular or special meeting of the Board
of Directors, or, unless otherwise specified by the Board of Directors, by the
President or any other officer upon whom a general or special power of removal
may be conferred by the Board of Directors.
  Any officer may resign at any time by
giving written notice to the Board of Directors or to an officer of the
Corporation. Any resignation shall take effect at the date of the receipt of the
notice or at any later time specified therein, and, unless otherwise specified
therein, the acceptance of a resignation shall not be necessary to make it
effective.
  Section 5.05.Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in these Bylaws for regular appointments to that
office.
  Section 5.06.Chairman of
the Board. The Chairman of
the Board, if there be such person, shall, if present, preside at all meetings
of the Board of Directors and the shareholders and exercise and perform such
other powers and duties as may be from time to time assigned to him or her by
the Board of Directors or prescribed by these Bylaws.
  Section 5.07.Chief
Executive Officer. Subject
to the control of the Board of Directors and the Chairman of the Board, the
Chief Executive Officer shall have the general supervision, direction and
control of the business and officers of the Corporation. In the absence of the
Chairman of the Board, or if there be none, the Chief Executive Officer shall
preside at all meetings of the Board of Directors and the shareholders. Except
as expressly stated otherwise in these bylaws, the Chief Executive Officer shall
be ex officio a member of all standing committees of the Board of Directors,
including the Executive Committee, if any. The Chief Executive Officer shall
have all the powers and shall perform all of the duties which are ordinarily
inherent in the office of Chief Executive Officer of a corporation, and he or
she shall have such further powers and shall perform such further duties as
maybe prescribed for him or her by the Board of Directors.
  13
  Section 5.08.President. In the absence or disability of the
Chief Executive Officer, or if there be none, the President shall perform all of
the duties of the Chief Executive Officer, and when so acting shall have all of
the powers of and be subject to all of the restrictions upon the Chief Executive
Officer. The President shall have such other duties as from time to time maybe
prescribed for him or her by the Board of Directors.
  Section 5.09.Vice
Presidents. In the absence
or disability of the President, the Vice Presidents in order of their rank as
fixed by the Board of Directors, or if not ranked, the Vice President designated
by the Board of Directors, the President or the officer, if any, senior to the
President, shall perform all the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice Presidents shall have such other powers and perform such
other duties as may be prescribed for them.
  Section 5.10.Secretary. The Secretary shall keep or cause to
be kept, at the registered office, the principal business office or such other
place as the Board of Directors may order, a book of minutes of all meetings of
Directors and shareholders, with the time and place of holding, whether regular
or special, and, if special, how authorized, the notice thereof given, the names
of those present at Directors’ meetings, the number of shares present or
represented at shareholders’ meetings, and the proceedings thereof. The
Secretary shall be responsible for authenticating records of the
Corporation.
  The Secretary shall keep or cause to be
kept, in any form permitted by law, at the registered office, the principal
business office or at the office of the Corporation’s transfer agent, a stock
register, or a duplicate stock register, revised at least annually, showing the
names of the shareholders and their residence or business addresses and the
number and classes of shares held by each shareholder. If the share register or
a duplicate share register is located at a place other than the registered
office of the Corporation, the Secretary shall file a certificate with the
resident agent located at the registered office setting out the name of the
custodian of the stock ledger or a duplicate stock ledger, and the present and
complete post office address, including street and number, if any, where such
stock ledger or duplicate stock ledger is kept.
  The Secretary shall give, or cause to
be given, notice of all the meetings of the shareholders and of the Board of
Directors and written consents in lieu thereof required by these Bylaws or by
law to be given, and shall keep the seal of the Corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer, the President or these Bylaws.
  After fixing a record date for a
meeting, the Secretary shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholders meeting, which is
arranged by voting group and class, and shows the address and number of shares
held by each shareholder. The list must be available for inspection by any
shareholder, for any purpose germane to the meeting, beginning ten (10) business
days before the meeting and continue to be available throughout the meeting at
the place indicated in the meeting notice in the city where the meeting will be
held.
  Section 5.11.Assistant
Secretaries. It shall be
the duty of the Assistant Secretaries to assist the Secretary in the performance
of his or her duties and generally to perform such other duties as may be
delegated to them.
  14
  Section 5.12.Chief
Financial Officer. The
Chief Financial Officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of account of the
Corporation. He or she shall receive and deposit all moneys and other valuable
belonging to the Corporation in the name and to the credit of the Corporation
and shall disburse the same and only in such manner as the Board of Directors or
the appropriate officer of the Corporation may from time to time determine,
shall render to the Board of Directors, the Chairman of the Board, the Chief
Executive Officer and the President, whenever any of them may request it, an
account of all his or her transactions as chief financial officer and of the
financial condition of the Corporation, and shall perform such further duties as
the Board of Directors, the Chairman of the Board, the Chief Executive Officer
or the President may require.
  Section 5.13.Treasurer. In the absence or disability of the
Chief Financial Officer, or if there be none, the Treasurer shall perform all of
the duties of the Chief Financial Officer, and when so acting shall have all of
the powers of and be subject to all of the restrictions upon the Chief Financial
Officer. The Treasurer shall have such other duties as from time to time may be
prescribed for him or her by the Board of Directors, the Chairman of the Board,
the Chief Executive Officer, the President or the Chief Financial Officer may
require.
  Section 5.14.Assistant
Treasurers. It shall be
the duty of the Assistant Treasurers to assist the Treasurer in the performance
of his or her duties and generally to perform such other duties as may be
delegated to them.
  Section 5.15.Corporate
Bank Accounts. Bank
accounts in the name of the Corporation may be opened without the approval of
the Board of Directors if opened with the consent of both the Chief Executive
Officer and the Chief Financial Officer. The Chief Financial Officer shall
inform the Board of Directors of any bank account opened by the Chief Executive
Officer and Chief Financial Officer pursuant to the authority granted in this
section at the next meeting of the Board of Directors.
  Section 5.16.Transfers
of Authority. In case of
the absence of any officer of the Corporation, or for any reason that the Board
of Directors may consider sufficient, the Board of Directors may transfer the
powers or duties of that officer to any other officer or to any employee of the
Corporation.
  ARTICLE
6
 Miscellaneous
  Section 6.01.Checks,
Drafts, etc. All checks,
drafts, bonds, bills of exchange, or other orders for payment of money, notes,
or other evidences of indebtedness issued in the name of or payable to the
Corporation shall be signed or endorsed by such person or persons and in such
manner as, from time to time, shall be determined by resolution of the Board of
Directors.
  Section 6.02.Contracts,
etc., How Executed. The
Board of Directors, except as in these Bylaws otherwise provided, may authorize
any officer or officers, agent or agents, to enter into any contract or execute
any instrument or document in the name of and on behalf of the Corporation, and
the authority may be general or confined to specific instances. Unless otherwise
specifically determined by the Board of Directors or otherwise required bylaw,
formal contracts, promissory notes and other evidences of indebtedness, deeds of
trust, mortgages and corporate instruments or documents requiring the corporate
seal, and certificates for shares of stock owned by the Corporation shall be
executed, signed or endorsed by the President (or any Vice President) and by either the Secretary (or any Assistant
Secretary) or the Treasurer (or any Assistant Treasurer). The Board of Directors
may, however, authorize any one (1) of these officers to sign any of such
instruments, for and on behalf of the Corporation, without necessity of
countersignature; may designate officers or employees of the Corporation, other
than those named above, who may, in the name of the Corporation, sign such
instruments; and may authorize the use of facsimile signatures for any of such
persons. No officer, agent or employee shall have any power or authority to bind
the Corporation by any contract or engagement or to pledge its credit to render
it liable for any purpose or to any amount except as specifically authorized in
these Bylaws or by the Board of Directors in accordance with these
Bylaws.
  15
  Section 6.03.Lost
Certificates of Stock. The
Board of Directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, destroyed, or stolen, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost or
destroyed. When authorizing the issue of a new certificate or certificates, the
Board of Directors may, in its discretion, and as a condition precedent to the
issuance thereof, require the owner of the lost or destroyed certificate or
certificates, or the shareholder’s legal representative, to advertise the same
in any manner as it shall require or give the Corporation a bond in any sum as
it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or
destroyed, or both.
  Section 6.04.Representation
of Shares. The Chairman of
the Board, Chief Executive Officer, or the President (or any Vice President) and
the Secretary (or any Assistant Secretary) of this Corporation are authorized to
vote, represent and exercise on behalf of this Corporation all rights incident
to any and all shares of any other Corporation or Corporations standing in the
name of this Corporation. The authority herein granted to these officers to vote
or represent on behalf of this Corporation any and all shares held by this
Corporation in any other Corporation or Corporations may be exercised either by
these officers in person or by any persons authorized so to do by proxy or power
of attorney duly executed by these officers.
  Section 6.05.Inspection
of Bylaws. The Corporation
shall keep in its registered office for the transaction of business the original
or a copy of the Bylaws as amended or otherwise altered to date, certified by
the Secretary, which shall be open to inspection by the shareholders at all
reasonable times during office hours.
  ARTICLE
7
 Amendments
  Section 7.01.Power of
Shareholders. New Bylaws
may be adopted or these Bylaws may be amended or repealed by the vote or written
assent of shareholders entitled to exercise a majority of the voting power of
the Corporation, unless a greater number is required bylaw, by the Certificate
of Formation or by these Bylaws.
  Section 7.02.Power of
Directors. Subject to the
right of shareholders as provided in Section 7.01 of this Article 7 to adopt,
amend or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board
of Directors.
    16