Amended And Restated Bylaws

EXHIBIT 3.2


AMENDED AND RESTATED
BYLAWS OF
ASD SYSTEMS, INC.


1. OFFICES


1.1 PRINCIPAL OFFICE. The principal office of the Corporation shall be located in Garland, Texas.


1.2 OTHER OFFICES. The Corporation may also have offices at such other places within or without the State of Texas as the Board of Directors may from time to time determine or the business of the Corporation may require.


2. MEETINGS OF SHAREHOLDERS


2.1 ANNUAL MEETING. The annual meeting of shareholders for the election of Directors and such other business as may properly be brought before the meeting shall be held at such place within or without the State of Texas and at such date and time as shall be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.


2.2 SPECIAL MEETINGS. Special meetings of the shareholders may be called (a) by the President or the Board of Directors, or (b) by the holders of at least 25% of all the shares entitled to vote at the proposed meeting. The record date for determining shareholders entitled to call a special meeting shall be the date the first shareholder signs the call and notice of that meeting. Only business within the purpose or purposes described in the notice of a special meeting of shareholders may be conducted at such meeting.


2.3 NOTICE AND WAIVERS OF NOTICE.


(a) Written notice stating the place, date and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than 10 nor more than 60
days before the date of the meeting, either personally or by mail, by or at
the direction of the President, the Secretary, or the officer or persons
calling the meeting, to each shareholder entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail addressed to the shareholder at his address as it
appears on the share transfer records of the Corporation.


(b) Notice may be waived in writing signed by the person or persons
entitled to such notice. Such waiver may be executed at any time before or
after the holding of such meeting. Attendance at a meeting shall
constitute a waiver of notice, except where the person attends for the
express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called.


(c) Any notice required to be given to any shareholder, under any
provision of the Texas Business Corporation Act, as amended (the "Act"),
the Articles of Incorporation or these Bylaws, need not be given to the
shareholder if (1) notice of two consecutive annual meetings and all
notices of meetings held during the period between those annual meetings,
if any, or (2) all (but in no event less than two) payments (if sent by
first class mail) of distributions or interest on securities during a 12-
month period have been mailed to that person, addressed at his address as
shown on the records of the Corporation, and have been returned
undeliverable. Any action or meeting taken or held without notice to such
a person shall have the same force and effect as if the notice had been
duly given and, if the action taken by the Corporation is reflected in any
articles or document filed with the Secretary of State, those articles or
that document may state that notice was duly given to all persons to whom
notice was required to be given. If such a person delivers to the
Corporation a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated.


2.4 RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, the Board of Directors may in advance establish a record date which must be at least 10 but not more than 60 days prior to


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such meeting. If the Board of Directors fails to establish a record date, the record date shall be the date on which notice of the meeting is mailed.


2.5 VOTING LIST.


(a) The officer or agent having charge of the stock transfer books
for shares of the Corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by each, which
list, for a period of ten days prior to such meeting, shall be kept on file
at the registered office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder during
the whole time of the meeting. The original stock transfer book shall be
prima facie evidence as to who are the shareholders entitled to examine
such list or transfer books or vote at any meeting of shareholders.


(b) Failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.


(c) An officer or agent having charge of the stock transfer books who
shall fail to prepare the list of shareholders or keep the same on file for
a period of ten days, or produce and keep it open for inspection as
provided in this section, shall be liable to any shareholder suffering
damage on account of such failure, to the extent of such damage. In the
event that such officer or agent does not receive notice of a meeting of
shareholders sufficiently in advance of the date of such meeting reasonably
to enable him to comply with the duties prescribed by these Bylaws, the
Corporation, but not such officer or agent shall be liable to any
shareholder suffering damage on account of such failure, to the extent of
such damage.


2.6 QUORUM OF SHAREHOLDERS. With respect to any matter, a quorum shall be present at a meeting of shareholders if the holders of a majority of the shares entitled to vote on that matter are represented at the meeting, in person or by proxy, unless otherwise provided in the Articles of Incorporation in accordance with the Act. Unless otherwise provided in the Articles of Incorporation, the shareholders represented in person or by proxy at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting.


2.7 WITHDRAWAL OF QUORUM. Unless otherwise provided in the Articles of Incorporation, once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may properly be brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not effect the presence of a quorum at the meeting.


2.8 VOTING ON MATTERS OTHER THAN THE ELECTION OF DIRECTORS. With respect to any matter, other than the election of Directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the Act, the affirmative vote of the holders of a majority of the shares represented in person or by proxy at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation.


2.9 VOTING IN THE ELECTION OF DIRECTORS. Directors shall be elected in the manner provided in the Articles of Incorporation.


2.10 METHOD OF VOTING. The holders of outstanding shares of capital stock of the Corporation shall be entitled to vote on matters submitted to a vote of shareholders as provided in the Articles of Incorporation. Any shareholder may vote either in person or by proxy executed in writing by the shareholder. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.


2.11 ACTION WITHOUT MEETINGS.


(a) To the extent so provided in the Articles of Incorporation, any
action required by law to be taken at any annual or special meeting of
shareholders, or any action that may be taken at any annual or


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special meeting of shareholders, may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holder or holders
of shares having not less than the minimum number of votes that would be
necessary to take such action at a meeting at which the holders of all
shares entitled to vote on the action were present or represented and
voted.


(b) Every written consent shall bear the date of signature of each
shareholder who signs the consent. No written consent shall be effective
to take the action that is the subject of the consent unless, within 60
days after the date of the earliest dated consent delivered to the
Corporation in the manner required by law, a consent or consents signed by
the holder or holders of shares having not less than the minimum number of
votes that would be necessary to take the action that is the subject of the
consent delivered to the Corporation by delivery to its registered office,
to its principal office or to an officer or agent of the Corporation having
custody of the books in which proceedings of meetings of shareholders are
recorded. Delivery shall be by hand or certified or registered mail,
return receipt requested. Delivery to the Corporation's principal office
shall be addressed to the President or the Chief Executive Officer of the
Corporation.


(c) A telegram, telex, cablegram, or similar transmission by a
shareholder, or a photographic, photostatic, facsimile, or similar
reproduction of a writing signed by a shareholder, shall be regarded as
signed by the shareholder for purposes of this section.


(d) Prompt notice of the taking of any action by shareholders without
a meeting by less than unanimous written consent shall be given to those
shareholders who did not consent in writing to the action.


(e) Upon the closing and funding of an underwritten initial public
offering by the Corporation of shares of common stock pursuant to an
effective registration statement under the Securities Act of 1933, as
amended, or any comparable statement under any similar federal statute then
in force, the foregoing paragraphs (a), (b), (c) and (d) of this Section
2.11 shall be superseded and replaced in their entirety by the following.
Any action required by law to be taken at any annual or special meeting of
shareholders may be taken without a meeting, without prior notice, and
without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by all the shareholders entitled to vote
with respect to the subject matter thereof. Such consents shall have the
same force and effect as a unanimous vote of the shareholders. The
Secretary shall file such consents with the minutes of the meetings of the
shareholders.


2.12 CONDUCT OF MEETING. The Chairman of the Board, if such office has been filled, and, if not or if the Chairman of the Board is absent or otherwise unable to act, the Chief Executive Officer shall preside at all meetings of shareholders and if the Chairman of the Board and the Chief Executive Officer are absent or otherwise unable to act, the President shall preside at meetings of the shareholders. The Secretary shall keep the records of each meeting of shareholders. In the absence or inability to act of any such officer, such officer's duties shall be performed by the officer given the authority to act for such absent or non-acting officer under these Bylaws or by a person appointed by the meeting.


2.13 SHAREHOLDER PROPOSALS AT ANNUAL MEETINGS. At an annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, otherwise properly brought before the meeting by or at the direction of the Board of Directors or otherwise properly brought before the meeting by a shareholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 30 days nor more than 60 days prior to the meeting; provided, however, that in the event that less than 40 day's 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 not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting, (i) a brief description of the business desired to be brought before the


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annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the shareholder proposing such business, (iii) the class and number of shares of the Corporation that are beneficially owned by the shareholder, and (iv) any material interest of the shareholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this section 2.13, provided, however, that nothing in this section 2.13 shall be deemed to preclude discussion by any shareholder of any business properly brought before the annual meeting in accordance with said procedure.


2.14 NOMINATIONS OF PERSONS FOR ELECTION TO THE BOARD OF DIRECTORS. In addition to any other applicable requirements, 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 of the Corporation may be made at a meeting of shareholders by or at the direction of the Board of Directors, by any nominating committee or person appointed by the Board of Directors or 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 section 2.14. Such nominations, 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 notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 30 days nor more than 60 days prior to the meeting; provided, however, that in the event that less than 40 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 not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder's notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a Director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of the Corporation beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of Directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended; and (b) as to the shareholder giving the notice, (i) the name and record address of the shareholder, and (ii) the class and number of shares of the Corporation 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 eligibility 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. These provisions shall not apply to nomination of any persons entitled to be separately elected by holders of preferred stock.


2.15 INSPECTORS. The ...