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ARTICLE TWO - DIRECTORS AND DIRECTORS' MEETINGS

2.01 POWERS

The business and affairs of the Corporation and all corporate powers shall be exercised by or under authority of the Board of Directors, subject to the limitations imposed by law, the Articles of Incorporation, and these Bylaws.

2.02 VACANCIES

Vacancies on the Board of Directors shall exist upon (a) the failure of the board members to elect the full authorized number of Directors to be voted for at any meeting at which any Director is to be elected; (b) a declaration of vacancy under Section 2.02 (a) of these Bylaws; (c) an increase in the authorized number of Directors; or (d) the death, resignation, or removal of any Director.

2.02 (a) DECLARATION OF VACANCY

A majority of the Board of Directors may declare the office of a Director vacant if the Director is adjudged incompetent by a court; is convicted of a crime involving moral turpitude or a violent act; or fails to accept the office of Director, either by a letter of acceptance or by attending a meeting of the Board of Directors within thirty (30) days of notice of election.

2.02 (b) FILLING VACANCIES BY DIRECTORS

Vacancies other than those caused by an increase in the number of Directors may be temporarily filled by majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office until a successor is elected at a Directors' meeting. Vacancies reducing the number of Directors to fewer than three shall be filled before the transaction of any other business.

2.03 REMOVAL OF DIRECTORS

The entire Board of Directors or any individual Director may be removed from office, with or without cause, by a vote of a majority of Directors. If any are so removed, their replacement may be elected at the same meeting.

2.04 PLACE OF MEETINGS

Meetings of the Board of Directors shall be held at any place within or without the State of Texas as may be designated by the Board.

2.05 REGULAR MEETINGS

Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting and at any other regularly repeating times as the Directors may designate.

2.06 SPECIAL MEETINGS

Special meetings of the Board of Directors for any purpose may be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two Directors. Directors must be notified by telephone, mail, or facsimile three days before a special meeting. The notice may include a tentative agenda, but the meeting shall not be confined to any agenda included with the notice, and none is required.

2.07 QUORUM

The presence throughout any Directors' meeting, or adjournment thereof, of one-third of the authorized number of Directors shall be necessary to constitute a quorum to transact any business, except as noted in Section 2.02(b) or to adjourn. If a quorum is present, every act done or resolution passed by a majority of the Directors present and voting shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws. Directors present by proxy shall not be counted toward a quorum.

2.08 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS

A quorum of the Directors may adjourn any Directors' meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need not be given to absent Directors if the time and place are fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present may adjourn to a set time and place if notice is duly given to the absent members, or until the time of the next regular meeting of the Board.

2.09 CONDUCT OF MEETINGS

The President shall chair all meetings of the Board of directors. In the President's absence, the Vice President or a Chairperson chosen by a majority of the Directors present shall preside. The Secretary of the Corporation shall act as Secretary of the Board meetings. When the Secretary is absent from any meeting, the Chairperson may appoint any person to act as Secretary of the meeting.

2.10 NUMBER OF DIRECTORS

The number of Directors shall be no less than seven (7) or more than thirty-five (35). The number of Directors may be increased or decreased by amendment of these Bylaws. Any decrease in the number of Directors shall not have the effect of reducing the total number of Directors below three (3), nor of shortening the tenure which any incumbent Director would otherwise enjoy.

2.11 TERM OF OFFICE

2.12 COMPENSATION

Directors as such shall not receive salaries for their services, but by resolution of the Board of Directors a fixed sum plus expenses of attendance, if any, may be paid to Directors for attendance at each meeting of the Board. This policy does not preclude any Director from serving the Corporation in any other capacity and receiving compensation for such additional service.

2.13 INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Corporation shall indemnify all officers, Directors, employees and agents to the extent required by law. The Board of Directors may, by separate resolution, provide for additional indemnification as allowed by law.

2.14 INSURING DIRECTORS, OFFICERS AND EMPLOYEES

The Corporation may purchase and maintain insurance, or make any other arrangements, on behalf of any person as permitted by Article 2.22A(R) of the Texas Non-Profit Corporation Act, whether or not the Corporation has the power to indemnify that person against liability for any acts.