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BYLAWS ARTICLE IV. CONTRACTS. LOANS, CHECKS, AND DEPOSITS 1.01 BUSINESS OFFICE. The principal office of the corporation shall be within the State of Texas and shall be located in the City of Austin in Travis County. 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 from time to time require. 1.02 REGISTERED OFFICE. The registered office of the corporation shall be located within the State of Texas and may be, but not need be, identical with the principal office. The address of the registered office may be changed from time to time. 2.01 VOTING FOR DIRECTORS. The directors named in the Corporation's Articles of Incorporation shall hold office until the first annual election of directors. Thereafter, the directors shall be el ected by the Board of Directors. 2.02 NUMBER, TENURE AND QUALIFICATIONS. The entire Board of Directors shall consist of at least five (5) persons, each of which shall be of full age. Each director shall hold office until the next regular meeting of directors and until his successor shall have been elected or appointed and qualified. A director need not be a member of the corporation nor a resident of Texas. The number of directors may be changed by an amendment to these Bylaws. A director is subject to removal from the board if the director does not attend at least two meetings in a calendar year.
2.03 GENERAL POWERS. The business and affairs of the corporation shall be managed by its Board of Directors. The Directors shall, in all cases, act as a board and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation as they may deem proper, not inconsistent with these Bylaws and the laws of this State. 2.04 REGULAR MEETINGS. A regular meeting of the Board of Directors for the election or appointment of officers and for the transaction of any other business, shall be held without other notice than this bylaw quarterly
during April, July, October, and January or the month following the
close of each fiscal quarter at a time and place to be determined by
the President. However, the date, time, and place of the regular meeting may be rescheduled for purposes of convenience by resolution of the Board. The Directors may otherwise provide, by resolution, the time and place for the holding of additional regular meetings, either within or without the state of Texas, without other notice than such resolution.
2.05 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors, at any time. The person or persons authorized to call special meetings of the Directors may fix the place for holding any special meeting of the Directors called by them and such meeting must be held not more than seven (7) days after the receipt of a request. 2.06 NOTICE. No notice need be given of any regular meeting of the Board, except as provided Article VIII hereof. Notice of any special meeting shall be given at least two (2) days previously thereto if by written notice delivered personally, by telegram, or by e-mail, and shall be given at least five (5) days previously if by written notice mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. Except as provided in the next sentence, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. The attendance of 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 objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Directors need be specified in the notice or waiver of such meeting, except as provided in Article VIII hereof 2.07 QUORUM. A quorum for the transaction of business by the Board of Directors shall be a majority of the number of directors. Directors present by proxy may not be counted toward a quorum. 2.08 VOTING At all meetings of the Board of Directors, each director shall have one vote. A director may vote in person or by proxy executed in writing by the director. No proxy shall be valid after three (3) months from the da te of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable. 2.09 MANNER OF ACTING. The act of the majority of the Directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the Board of directors. 2.10 ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the Board of directors at a meeting may be taken without a meeting if all the Directors take the action, each one signs a written consent describing the action taken, and the consents are filed with the records of the corporation. Action taken by consents is effective when the last director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote andmay be described as such in any document. 2.11 VACANCIES. Any vacancy occurring in the Board of Directors shall be filled by an affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual directors' meeting. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor. 2.12 REMOVAL OF DIRECTORS. A director may be removed with or without cause by action of the Board. Removal of a director requires an affirmative vote equal to the vote necessary to elect the director. 2.13 RESIGNATION. A director may resign at any time by giving written notice to the Board, the President or the Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. 2.14 COMMITTEES. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, which shall have and exercise the authority of the Board of Directors in the management of the corporation. Each such committee shall consist of two or more persons, a majority of whom are directors. Each committee may exercise those aspects of the authority of the Board of Directors which the Directors confer upon such committee in the resolution creating the committee. 2.15 The Board of Directors may elect to pay compensation in a reasonable amount to the Directors or members of a committee for services rendered. 3.01 NUMBER The officers of the corporation shall consist of a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers and assistant officers as may be deemed necessary, each of whom sha ll be elected by the Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Directors. Any two or more offices may be held by the same person, even if such person is also a director, except the offices of President and Secretary. 3.02 ELECTION AND TERM OF OFFICE. The officers of the corporation to be elected by the Directors shall be elected at the Corporation's organizational meeting and thereafter at each annual meeting. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. 3.03 REMOVAL. Any officer elected or appointed may be removed by the Directors whenever in their judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. 3.04 DUTIES OF OFFICERS. The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors: (a) President.The President shall be the principal executive officer of the corporation and, subject to the control of the Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the Directors. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Directors from time to time. (b) Senior Vice President. In the absence of the President or in the event of his death or inability or refusal to act, the Senior Vice President shall perform 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 Senior Vice President shall perform such other duties as from time to time may be assigned to him by the President or the Directors. (c) Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the Directors' meetings in one or more books provided for that purpose, in writing or in any other form capable of being converted into written form in a reasonable time; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by state law, (c) be custodian of the corporate records and of the seal of the corporation; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Directors. (d) Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with these by-laws; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the President or by the Directors. If required by the Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Directors shall determine. (e) Other Officers. Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors. 3.05 The Board of Directors may elect to pay compensation in a reasonable amount to the officers for services rendered. ARTICLE IV. CONTRACTS. LOANS, CHECKS, AND DEPOSITS 4.01 CONTRACTS. The Directors may authorize any officer or officers ,agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances. 4.02 LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Directors. Such authority may be general or confined to specific instances. No loans shall be made by the corporation to the Directors or officers. 4.03 CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Directors. 4.04 DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Directors may select. The fiscal year of the corporation shall begin on the 1-st day of each calendar year. No dividend shall be paid and no part of the income of the corporation shall be distributed to its directors or officers. The Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, the year of incorporation, and the words "Corporate Seal." These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority vote of the Directors at any annual directors' meeting or at any special directors' meeting when the proposed amendment has been set out in the notice of such meeting. The undersigned,
Secretary of Austin Pets Alive, Inc., does hereby certify that amendment
to the foregoing Bylaws were duly adopted by the Board of Directors
on the 3rd day of November, 2005. In Article II, Sec 2.02 (NUMBER AND QUALIFICATIONS): The entire Board of Directors shall consist of at least five (5) persons, each of which shall be of full age. Each director shall hold office until the next regular meeting of directors and until his successor shall have been elected or appointed and qualified. A director need not be a member of the corporation nor a resident of Texas. The number of directors may be changed by an amendment to these Bylaws. A director is subject to removal from the board if the director does not attend at least two meetings in a calendar year. In Article II, Sec 2.04 (REGULAR MEETINGS): A regular meeting of the Board of Directors
for the election or appointment of officers and for the transaction of
any other business, shall be held without other notice than this bylaw quarterly
during April, July, October, and January or the month following the close
of each fiscal quarter at a time and place to be determined by the President. The undersigned, Secretary of Austin Pets Alive, Inc., does hereby certify that the foregoing Bylaws were duly adopted by the Board of Directors on the 10th day of January, 2000. Judith Ford Collins, Secretary
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