Texas Bylaws

BY-LAWS OF TEXAS PROFESSIONAL CORPORATION

SAMPLE BY-LAWS

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ARTICLE I. NAME AND LOCATION

SECTION 1. The name of this corporation shall be .

SECTION 2. The Principal office of the corporation in the State of Texas shall be , , Texas, and its initial registered office in the State of Texas shall be , Texas.

The corporation may have such other offices, either within or without the State of Texas as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on in each year, beginning with the year at the time designated by the Board of Directors.

SECTION 2. Special Meeting. Special meetings of the shareholders may be called by resolution of the Board of Directors or by the President at the request of the holders of not less than a majority of all outstanding shares entitled to vote.

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Texas unless otherwise prescribed by statute as the place of meeting for any annual meeting or for any special meeting of shareholders.

SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 5. Closing of Transfer Books or Fixing of Record Date. The Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed seventy (70) days.

SECTION 6. Shareholders' List. After fixing a record date, the officer or agent having charge of the share ledger shall prepare an alphabetical list of all persons entitled to notice and to represent shares at such meeting.

SECTION 7. Quorum. A majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

SECTION 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

SECTION 10. Voting of Share by Certain Holders. No shares may be voted except by shareholders who are licensed to practice in the State of Texas.

SECTION 11. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing is signed by all shareholders entitled to vote.

SECTION 12. Cumulative Voting. At each election for Directors every shareholder entitled to vote shall have the right to vote cumulatively.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors except as otherwise herein provided.

SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be (). Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

Every Director shall be licensed to practice in the State of Texas.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as the annual meeting of shareholders.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any Director.

SECTION 5. Notice. Notice of any special meeting shall be given at least five (5) days previously thereto by notice personally given or mailed to each Director at his business address, or by telegram.

SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

SECTION 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses and may be paid a fixed sum or a stated salary as Director.

SECTION 9. Presumption of Assent. A Director present at a meeting shall be presumed to have assented to the action taken unless his dissent is entered in the minutes.

SECTION 10. Informal Action by Board of Directors. Any action required to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing is signed by each director.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be a , each of whom shall be elected by the Board of Directors.

SECTION 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the first meeting after each annual meeting of the shareholders.

SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the corporation would be served thereby.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. President. The President shall be the principal executive officer of the corporation and shall supervise and control all of the business and affairs of the corporation.

SECTION 6. Vice-President. In the absence of the President, a Vice-President shall perform the duties of the President.

SECTION 7. Secretary-Treasurer. The Secretary-Treasurer shall keep the minutes of meetings, be custodian of records and funds, and perform all duties incident to the office.

SECTION 8. Salaries. The salaries, compensation and other benefits, if any, of the officers shall be fixed from time to time by the Board of Directors.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.

SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money shall be signed by such officer or officers as determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited in such banks or depositories as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares shall be in such form as determined by the Board of Directors and signed by the President and Secretary.

SECTION 2. Transfer of Shares. Transfer of shares shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may from time to time declare and pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Formation.

ARTICLE IX. SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal."

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or Director under these By-Laws or under the Certificate of Formation, a waiver thereof in writing, signed by the person entitled to such notice, shall be equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority vote of the Board of Directors or by a majority vote of the shareholders.

ARTICLE XII. ADDITIONAL PROVISIONS

In the event that any shareholder becomes disqualified to engage in the practice of in the State of Texas, that shareholder shall immediately sever all ties with and employment by the corporation.

The corporation shall at all times be subject to and in compliance with all applicable state and federal statutes, as well as all the rules and regulations of the State Bar of Texas and the Texas Supreme Court.

END BY-LAWS