ARTICLES OF INCORPORATION
OF
TERRA MERGER SUBSIDIARY, INC.
The undersigned natural person, being at least eighteen
years of age, acting as incorporator of a corporation under
the Utah Revised Business Corporation Act, adopts the
following Articles of Incorporation for such corporation:
ARTICLE I
The name of this corporation is Terra Merger
Subsidiary, Inc.
ARTICLE II
The purpose for which the Company is organized is to
conduct any lawful act, activities and pursuits for which a
corporation may be organized under the Utah Revised Business
Corporation Act. Its duration shall be perpetual.
ARTICLE III
The corporation is authorized to issue one class of
shares, to be designated common stock. The total number of
shares of common stock that this corporation is authorized
to issue is Fifty Thousand (50,000). The common stock shall
have a par value of one cent. ($.01) per share. The common
stock shall have unlimited voting rights as provided in the
Utah Revised Business Corporation Act and shall be entitled
to receive the net assets of the corporation upon
dissolution.
ARTICLE IV
The street address of the initial registered office of
the corporation is 5912 West 11600 South, Payson, Utah,
84651. The name of the corporation's initial registered
agent at that office is Wayne Hanson. The signature of
this registered agent is set forth on the signature page of
these Articles of Incorporation.
ARTICLE V
To the fullest extent permitted by the Utah Revised
Business Corporation Act or any other applicable law as now
in effect or as it may hereafter be amended, a director of
this corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for any
action taken or any failure to take any action as a
director. Neither any amendment nor appeal of this Article
V, nor the adoption of any provision in these Articles of
Incorporation inconsistent with this Article V, shall
eliminate or reduce the effect of this Article V in respect
of any matter occurring, or any cause of action, suit or
claim that, but for this Article V, would accrue or arise,
prior to such amendment, repeal or adoption of an
inconsistent provision.
ARTICLE VI
The name and address of the incorporator is:
Wayne Hanson
5912 West 11600 South
Payson, Utah 84651
DATED this 29th day of April, 1996.
/s/_____________________
Wayne Hanson,
Incorporator
The undersigned hereby accepts and acknowledges
appointment as the initial registered agent of the
corporation named above, and confirms that the undersigned
meets the requirements of Section 501 of the Utah Revised
Business Corporation Act.
/s/_____________________
Wayne Hanson,
Registered Agent
REVISED BYLAWS
OF
TERRA SYSTEIMS, INC.
TABLE OF CONTENTS
PAGE
ARTICLE I NAME, REGISTERED OFFICE, AND REGISTERED
AGENT
1. Name............................... 1
1
1. Business Office........................... 1
2
1. Registered Office........................... 1
3
ARTICLE II SHAREHOLDERS
2. Annual Shareholder Meetings...................... 1
1
2. Special Shareholder Meetings...................... 2
2
2. Place of Shareholder Meeting.................... 2
3
2. Notice of Shareholder Meeting..................... 2
4
2. Fixing of Record Date......................... 4
5
2. Shareholder List......................... 5
6
2. Shareholder Quorum and Voting 5
7 Requirements...............
2. Increasing Either Quorum or Voting 6
8 Requirements.............
2. Proxies............................... 6
9
2. Voting of Shares........................... 7
10
2. Corporation's Acceptance of 7
11 Votes....................
2. Informal Action by Shareholders.................... 8
12
2. Voting For Directors......................... 9
13
2. Shareholder's Right to Inspect Corporate 9
14 Records............
2. Financial Statements shall be Furnished to the
15
Shareholders............................ 10
2. Dissenter's Rights.......................... 11
16
ARTICLE III BOARD OF DIRECTORS
3. General Powers........................... 11
1
3. Number, Tenure, and Qualifications of 11
2 Directors.............
3. Regular Meetings of the Board of 12
3 Directors................
3. Special Meetings........................... 12
4
3. Notice of, and waiver of Notice for, Special 12
5 Director Meetings..........................
3. Director Quorum......................... 13
6
3. Directors, Manner of Acting........................ 13
7
3. Establishing a "Supermajority " Quorum or Voting
8
Requirement for the Board of 14
Directors..................
3. Director Action Without a 14
9 Meeting...................
3. Removal of Directors.......................... 15
10
3. Board of Director Vacancies........................ 15
11
3. Director Compensation.......................... 15
12
3. Director Committees.......................... 16
13
3. Chairman............................ 17
14
ARTICLE IV OFFICERS
4. Number of Officers.......................... 17
1
4. Appointment and Term of Office.................... 17
2
4. Removal of Officers......................... 17
3
4. President.............................. 18
4
4. The Vice-Presidents......................... 18
5
4. The Secretary............................. 18
6
4. The Treasurer............................. 19
7
4. Assistant Secretaries and Assistant 19
8 Treasurers.................
4. Salaries.............................. 20
9
4. Other Officers............................ 20
10
4. Surety Bonds.............................. 20
11
ARTICLE V INDEMNIFICATION OF DIRECTORS,
OFFICERS, AGENTS,
AND EMPLOYEES
5. Indemnification of Directors....................... 20
1
5. Advance Expenses for Directors.................... 21
2
5. Indemnification of Officers, Agents and
3
Employees Who Are Not Directors................... 22
ARTICLE V1 CERTIFICATES FOR SHARES AND THEIR TRANSFER
6. Certificates for Shares......................... 22
1
6. Shares Without Certificates....................... 23
2
6. Registration of the Transfer of 23
3 Shares...................
6. Restriction on Transfer of Shares 23
4 Permitted.................
6. Acquisition of Shares......................... 24
5
6. Lost or Destroyed Certificates..................... 25
6
ARTICLE VII DISTRIBUTIONS
7. Distributions............................ 25
1
ARTICLE VIII CORPORATE SEAL
8. Corporate Seal............................ 25
1
ARTICLE IX CONTRACTS, LOANS, CHECKS AND DEPOSITS
9. Contracts.............................. 25
1
9. Loans................................. 26
2
9. Deposits............................... 26
3
9. Checks and Drafts............................ 26
4
9. Bonds and Debentures........................ 26
5
ARTICLE X EMERGENCY BYLAWS
10 Emergency Bylaws.......................... 26
.1
ARTICLE XI AMENDMENTS
11 Amendments............................ 27
.1
ARTICLE XII EXEMPTION FROM CONTROL SHARES ACQUISITION 28
ACT
REVISED BYLAWS OF
TERRA SYSTEMS, INC.
ARTICLE I
NAME, OFFICES AND REGISTERED AGENT
1.1 Name.
The name of this corporation is Terra Systems, Inc.
1.2 Business Office.
The principal office of the corporation shall be
located at any place either within or outside the State of
Utah as designated in the company's most recent document on
file with the Utah Department of Commerce, Division of
Corporations and Commercial Code (the "Division") providing
information regarding the principal office of the
corporation. The corporation may have such other offices,
either within or without the State of Utah as the board of
directors may designate or as the business of the
corporation may require from time to time. The corporation
shall maintain at its principal office a copy of certain
records, as specified in 2.14 of Article II of these
bylaws.
1.3 Registered Office.
The registered office of the corporation, required by
Section 501 of the Utah Revised Business Corporation Act
(the "Act") shall be located within Utah. The address of the
registered office may be changed from time to time.
ARTICLE II
SHAREHOLDERS
2.1 Annual Shareholder Meeting.
The annual meeting of the shareholders shall be held on
the 1st day of May, in each year, beginning with the year
1997, at the hour of 10:00 o'clock a.m., or at such other
time on such other day within such month as shall be fixed
by the board of directors, for the purpose of electing
directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday in the State of Utah, such
meeting shall be held on the next succeeding business day.
If the election of directors shall not be held on the
day designated herein for any annual meeting of the
shareholders, or at any subsequent continuation after
adjournment thereof, the board of directors shall cause the
election to be held at a special meeting of the shareholders
as soon thereafter as convenient.
Failure to hold an annual meeting shall not work a
forfeiture or dissolution of the corporation.
2.2 Special Shareholder Meetings.
Special meetings of the shareholders, for any purpose
or purposes, described in the meeting notice, may be called
by the president, or by the board of directors and shall be
called by the president at the request of the holders of not
less than one-tenth of all outstanding votes of the
corporation entitled to be cast on any issue at the meeting.
2.3 Place of Shareholder Meeting.
The board of directors may designate any place for any
annual or special meeting of the shareholders, unless a
majority of the shareholders entitled to vote at the meeting
agree by written consents (which may be in the form of
waiver of notice or otherwise) to another location, which
may be either within or without the State of Utah. If no
designation is made, the place of meeting shall be the
principal office of the corporation.
2.4 Notice of Shareholder Meeting.
(a) Required notice.
Written notice stating the place, day and hour of
any annual or special shareholder meeting 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 board of
directors, or other persons calling the meeting, to
each shareholder of record, entitled by the Act or the
articles of incorporation to receive notice of the
meeting. Notice shall be deemed to be effective at the
earlier of:
(1) When deposited in the United States mail,
addressed to the shareholder at his address
as it appears on the stock transfer books of
the corporation, with postage thereon
prepaid;
(2) On the date shown on the return receipt if
sent by registered or certified mail, return
receipt requested, and the receipt is signed
by or on behalf of the addressee;
(3) When received; or
(4) Five days after deposit in the United States
mail, if mailed postpaid and correctly
addressed to an address other than that shown
in the corporation's current record of
shareholders.
(b) Adjourned Meeting.
If any shareholder meeting is adjourned to a
different date, time, or place, notice need not be
given of the-new date, time and place, if the new date,
time and place is announced at the meeting before
adjournment. But if a new record date for the
adjourned meeting is, or must be fixed then notice must
be given pursuant to the requirements of paragraph (a)
of this 2.4, to those persons who are shareholders as
of the new record date.
(c) Waiver of Notice.
The shareholder may waive notice of the meeting
(or any notice required by the Act, articles of
incorporation, or bylaws), by a writing signed by the
shareholder entitled to the notice, which is delivered
to the corporation (either before or after the date and
time stated in the notice) for inclusion in the minutes
or filing with the corporate records.
A shareholders's attendance at a meeting:
(1) waives objection to lack of notice or defective
notice of the meeting, unless the shareholder at
the beginning of the meeting objects to holding
the meeting or transacting business at the
meeting;
(2) waives objection to consideration of a particular
matter at the meeting that is not within the
purpose or purposes described in the meeting
notice, unless the shareholder objects to
considering the matter when it is presented.
(d) Contents of Notice.
The notice of each special shareholder meeting
shall include a description of the purposes for
which the meeting is called. Except as provided
in this 2-4(d), or as provided in the
corporation's articles, or otherwise in the Act,
the notice of an annual shareholder meeting need
not include a description of the purpose or
purposes for which the meeting is called.
If a purpose of any shareholder meeting is to
consider either:
(1) A proposed amendment to the articles of
incorporation (including any restated articles
requiring shareholder approval);
(2) A plan of merger or share exchange;
(3) The sale, lease, exchange or other disposition of
all, or substantially all of the corporation's
property;
(4) The dissolution of the corporation; or
(5) The removal of a director, the notice must so
state and be accompanied by respectively a copy or
summary of the:
(1) Articles of amendment;
(2) Plan of merger or share exchange; and
(3) Transaction for disposition of all the
corporation's property.
If the proposed corporate action creates dissenters'
rights, the notice must state that shareholders are, or may
be entitled to assert dissenters' rights, and must be
accompanied by a copy of Part 13 of the Act. If the
corporation issues, or authorizes the issuance of shares for
promissory notes of for promises to render services in the
future, the corporation shall report in writing to all the
shareholders the number of shares authorized or issued, and
the consideration received with or before the notice of the
next shareholder meeting. Likewise, if the corporation
indemnifies or advances expenses to a director, this shall
be reported to all the shareholders with or before notice of
the next shareholder's meeting.
2.5 Fixing of Record Date.
For the purpose of determining shareholders of any
voting group entitled to notice of or to vote at any meeting
of shareholders, or shareholders entitled to receive payment
of any distribution or dividend, or in order to make a
determination of shareholders for any other proper purpose,
the board of directors may fix in advance a date as the
record date. Such record date shall not be more than 70 days
prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. If no
record date is so fixed by the board for the determination
of shareholders entitled to notice of, or to vote at a
meeting of shareholders, or shareholders entitled to receive
a share dividend or distribution, the record date for
determination of such shareholders shall be at the close of
business on:
(a) With respect to an annual shareholder meeting or
any special shareholder meeting called by the
board or any person specifically authorized by the
board or these bylaws to call a meeting, the day
before the first notice is delivered to
shareholders;
(b) With respect to a special shareholder's meeting
demanded by the shareholders, the date the first
shareholder signs the demand;
(c) With respect to the payment of a share dividend,
the date the board authorizes the share dividend;
(d) With respect to actions taken in writing without a
meeting (pursuant to Article II, 2.12), the date
the first shareholder signs a consent;
(e) And with respect to a distribution to
shareholders, (other than one involving a
repurchase or reacquisition of shares), the date
the board authorizes the distribution.
When a determination of shareholders entitled to vote
at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any
adjournment thereof unless the board of directors fixes a
new record date which it must do if the meeting is adjourned
to a date more than 120 days after the date fixed for the
original meeting.
2.6 Shareholder List.
The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a
complete record of the shareholders entitled to vote at each
meeting of shareholders thereof, arranged in alphabetical
order, with the address of and the number of shares held by
each. The list must be arranged by voting group (if such
exists, see Article II, 2.6) and within each voting group
by class or series of shares. The shareholder list must be
available for inspection by any shareholder, beginning two
business days after notice of the meeting is given for which
the list was prepared and continuing through the meeting.
The list shall be available at the corporation's principal
office or at a place identified in the meeting notice in the
city where the meeting is to be held. A shareholder, his
agent, or attorney is entitled on written demand to inspect
and, subject to the requirements of 2.13 of this Article
II, to copy the list during regular business hours and at
his expense, during the period it is available for
inspection. The corporation shall maintain the shareholder
list in written form or in another form capable of
conversion into written form within a reasonable time.
2.7 Shareholder Quorum and Voting Requirements.
If the articles of incorporation or the Act provides
for voting by a single voting group on a matter, action on
that matter is taken when voted upon by that voting group.
Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those
shares exists with respect to that matter. Unless the
articles of incorporation, a bylaw or the Act provide
otherwise, a majority of the votes entitled to be cast on
the matter by the voting group constitutes a quorum of that
voting group for action on that matter. If the articles of
incorporation or the Act provide for voting by two or more
voting groups on a matter, action on that matter is taken
only when voted upon by each of those voting groups counted
separately. Action may be taken by one voting group on a
matter even though no action is taken by another voting
group entitled to vote on the matter.
Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that
adjourned meeting. If a quorum exists, action on a matter
(other than the election of directors) by a voting group is
approved if the votes cast within the voting group favoring
the action exceed the votes cast opposing the action, unless
the articles of incorporation, a bylaw or the Act require a
greater number of affirmative votes.
2.8 Increasing Either Quorum or Voting Requirements.
For purposes of this 2.8 a "supermajority" quorum is
a requirement that more than a majority of the votes of the
voting group be present to constitute a quorum; and a
"supermajority" voting requirement is any requirement that
requires the vote of more than a majority of the affirmative
votes of a voting group at a meeting.
The shareholders, but only if specifically authorized
to do so by the articles of incorporation, may adopt, amend,
or delete a bylaw which fixes a "supermajority" quorum or
"supermajority" voting requirement.
The adoption or amendment of a bylaw that adds,
changes, or deletes a "supermajority" quorum or voting
requirement for shareholders must meet the same quorum
requirement and be adopted by the same vote and voting
groups required to take action under the quorum and voting
requirement then in effect or proposed to be adopted,
whichever is greater.
A bylaw that fixes a supermajority quorum or voting
requirement for shareholders may not be adopted, amended, or
repealed by the board of directors.
2.9 Proxies.
At all meetings of shareholders, a shareholder may vote
in person, or vote by proxy which is executed in writing, by
the shareholder or which is executed by his duly authorized
attorney-in-fact. Such proxy shall be filed with the
secretary of the corporation or other person authorized to
tabulate votes before or at the time of the meeting. No
proxy shall be valid after 11 months from the date of its
execution unless otherwise provided in the proxy.
2.10 Voting of Shares.
Unless otherwise provided in the articles, each
outstanding share entitled to vote shall be entitled to one
vote upon each matter submitted to a vote at a meeting of
shareholders.
Except as provided by specific court order, no shares
held by another corporation, if a majority of the shares
entitled to vote for the election of directors of such other
corporation are held by the corporation, shall be voted at
any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any
meeting. Provided, however, the prior sentence shall not
limit the power of the corporation to vote any shares,
including its own shares, held by it in a fiduciary
capacity.
Redeemable shares are not entitled to vote after notice
of redemption is mailed to the holders and a sum sufficient
to redeem the shares has been deposited with a bank, trust
company, or other financial institution under an irrevocable
obligation to pay the holders the redemption price on
surrender of the shares.
2.11 Corporation's Acceptance of Votes.
(a) If the name signed on a vote, consent, waiver, or
proxy appointment corresponds to the name of a
shareholder, the corporation if acting in good
faith is entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect as
the act of the shareholders.
(b) If the name signed on a vote, consent, waiver, or
proxy appointment does not correspond to the name
of its shareholder, the corporation if acting in
good faith is nevertheless entitled to accept the
vote, consent, waiver, or proxy appointment and
give it effect as the act of the shareholder if:
(1) The shareholder is an entity as defined in
the Act and the name signed purports to be
that of an officer or agent of the entity;
(2) The name signed purports to be that of an
administrator, executor, guardian, or
conservator representing the shareholder and,
if the corporation requests, evidence of
fiduciary status acceptable to the
corporation has been presented with respect
to the vote, consent, waiver, or proxy
appointment;
(3) The name signed purports to be that of a
receiver or trustee in bankruptcy of the
shareholder and, if the corporation requests,
evidence of this status acceptable to the
corporation has been presented with respect
to the vote, consent, waiver, or proxy
appointment;
(4) The name signed purports to be that of a
pledgee, beneficial owner, or
attorney-in-fact of the shareholder and, if
the corporation requests, evidence acceptable
to the corporation of the signatory's
authority to sign for the shareholder has
been presented with respect to the vote,
consent, waiver, or proxy appointment;
(5) Two or more persons are the shareholder as
co-tenants or fiduciaries and the named
signed purports to be the name of at least
one of the co- owners and the person signing
appears to be acting on behalf of all the
co-owners.
(c) The corporation is entitled to reject a vote,
consent, waiver or proxy appointment if the
secretary or other officer or agent authorized to
tabulate votes, acting, in good faith, has
reasonable basis for doubt about the validity of
the signature on it or about the signatory's
authority to sign for the shareholder.
(d) The corporation and its officer or agent who
accepts or rejects a vote, consent, waiver, or
proxy appointment in good faith and in accordance
with the standards of this section are not liable
in damages to the shareholder for the consequences
of the acceptance or rejection.
(e) Corporate action based on the acceptance or
rejection of a vote, consent, waiver, or proxy
appointment under this section is valid unless a
court of competent jurisdiction determines
otherwise.
2.12 Informal Action by Shareholders.
Any action required or permitted to be taken at a
meeting of the shareholders may be taken without a meeting
if one or more consents in writing, setting forth the action
so taken, shall be signed by the holders of outstanding
shares having no less than the minimum number of votes that
would be necessary to authorize or take the action and are
entitled to vote with respect to the subject matter thereof
and are delivered to the corporation for inclusion in the
minute book. If the act to be taken requires that notice be
given to non-voting shareholders, the corporation shall give
the non-voting shareholders written notice of the proposed
action at least 10 days before the action is taken, which
notice shall contain or be accompanied by the same material
that would have been required if a formal meeting had been
called to consider the action. A consent signed under this
section has the effect of a meeting vote and may be
described as such in any document.
2.13 Voting for Directors.
Unless otherwise provided in the articles of
incorporation, directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at
a meeting at which a quorum is present.
2.14 Shareholder's Right to Inspect Corporate Records.
(a) Minutes and Accounting Records. The corporation
shall keep as permanent records minutes of all
meetings of its shareholders or board of
directors, a record of all actions taken by the
shareholders or board of directors without a
meeting, and a record of all actions taken by a
committee of the board of directors in place of
the board of directors on behalf of the
corporation. The corporation shall maintain
appropriate accounting records.
(b) Absolute Inspection Rights of Records Required at
Principal Office. If he gives the corporation
written notice of his demand at least five
business days before the date on which he wishes
to inspect and copy, a shareholder (or his agent
or attorney) has the right to inspect and copy,
during regular business hours any of the following
records, all of which the corporation is required
to keep at its principal office:
(1) Its articles or restated articles of
incorporation and all amendments to them
currently in effect;
(2) Its bylaws or restated bylaws and all
amendments to them currently in effect;
(3) Resolutions adopted by its board of directors
creating one or more classes or series of
shares, and fixing their relative rights,
preferences, and limitations, if shares
issued pursuant to those resolutions are
outstanding;
(4) The minutes of all shareholders' meetings,
and records of all action taken by
shareholders without a meeting, for the past
three years;
(5) All written communications to shareholders
generally within the past three years,
including the financial statement furnished
for the past three years to the shareholders.
(6) A list of the names and business addresses of
its current directors and officers; and
(7) Its most recent annual report delivered to
the Secretary of State.
(c) Conditional Inspection Right. In addition, if he
gives the corporation a written demand made in
good faith and for a proper purpose at least five
business days before the date on which he wishes
to inspect and copy, he describes with reasonable
particularity his purpose and the records he
desires to inspect, and the records are directly
connected with his purpose, a shareholder of a
corporation (or his agent or attorney) is entitled
to inspect and copy, during regular business hours
at a reasonable location specified by the
corporation,any of the following records of the
corporation:
(1) Excerpts from minutes of any meeting of the
board of directors, records of any action of
a committee of the board of directors on
behalf of the corporation, minutes of any
meeting of the shareholders, and records of
action taken by the shareholders or board of
directors without a meeting, to the extent
not subject to inspection under paragraph (a)
of this 2.13;
(2) Accounting records of the corporation; and
(3) The record of shareholders (compiled no
earlier than the date of the shareholder's
demand).
(d) Copy Costs. The right to copy records includes,
if reasonable, the right to receive copies made by
photographic, xerographic, or other means. The
corporation may impose a reasonable charge,
covering the costs of labor and material, for
copies of any documents provided to the
shareholder. The charge may not exceed the
estimated cost of production or reproduction of
the records.
(e) Shareholder Includes Beneficial Owner. For
purposes of this 2.14, the term "shareholder"
shall include a beneficial owner whose shares are
held in a voting trust or by a nominee on his
behalf.
2.15 Financial Statements Shall be Furnished to the
Shareholders.
(a) The corporation shall furnish its shareholders
annual financial statements, which may be
consolidated or combined statements of the
corporation and one or more of its subsidiaries,
as appropriate, that include a balance sheet as of
the end of the fiscal year, an income statement
for that year, and a statement of changes in
shareholders' equity for the year unless that
information appears elsewhere in the financial
statements. If financial statements are prepared
for the corporation on the basis of generally
accepted accounting principles, the annual
financial statements for the shareholders also
must be prepared on that basis.
(b) If the annual financial statements are reported
upon by a public accountant, his report must
accompany them. If not, the statements must be
accompanied by a statement of the president or the
person responsible for the corporation's
accounting records:
(1) Stating his reasonable belief whether the
statements were prepared on the basis of
generally accepted accounting principles and,
if not, describing the basis of preparation;
and
(2) Describing any respects in which the
statements were not prepared on a basis of
accounting consistent with the statements
prepared for the preceding year.
(c) A corporation shall mail the annual financial
statements to each shareholder within 120 days
after the close of each fiscal year. Thereafter,
on written request from a shareholder who was not
mailed the statements, the corporation shall mail
him the latest financial statements.
2.16 Dissenter's Rights.
Each shareholder shall have the right to dissent from
and obtain payment for his shares when so authorized by the
Act, articles of incorporation, these bylaws, or in a
resolution of the board of directors.
ARTICLE III
BOARD OF DIRECTORS
3.1 General Powers.
Unless the articles of incorporation have dispensed
with or limited the authority of the board of directors by
describing who will perform some or all of the duties of a
board of directors, all corporate powers shall be exercised
by or under the authority of, and the business and affairs
of the corporation shall be managed under the direction of
the board of directors.
3.2 Number, Tenure, and Qualifications of Directors.
Unless otherwise provided in the articles of
incorporation, the number of directors of the corporation
shall be not less than three (3) nor more than seven (7)
until this bylaw is amended, the number of directors shall
be five (5). Each director shall hold office until the next
annual meeting of shareholders or until removed. However,
if his term expires, he shall continue to serve with his
successor shall have been elected and qualified or until
there is a decrease in the number of directors. Directors
need not be residents of the State of Utah or shareholders
of the corporation unless so required by the articles of
incorporation.
3.3 Regular Meetings of the Board of Directors.
A regular meeting of the board of directors shall be
held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of
shareholders. The board of directors may provide, by
resolution, the time and place for the holding of additional
regular meetings without other notice than such resolution.
(If so permitted by 3.7, any such regular meeting may be
held by telephone.)
3.4 Special Meetings of the Board of Directors.
Special meetings of the board of directors may be
called by or at the request of the president or any one
director. The person authorized to call special meetings of
the board of directors may fix any place, only within the
county where this corporation has its principal office as
the place for holding any special meeting of the board of
directors, or if permitted by 3.7, such meeting may be
held by telephone.
3.5 Notice of, and Waiver of Notice for, Special Director
Meetings.
Unless the articles of incorporation provide for a
longer or shorter period, notice of any special director
meeting shall be given at least two days previously thereto
either orally or in writing. If mailed, notice of any
director meeting shall be deemed to be effective at the
earlier of:
(1) When received;
(2) Five days after deposited in the United States
mail, addressed to the director's business office,
with postage thereon prepaid; or
(3) The date shown on the return receipt if sent by
registered or certified mail, return receipt
requested, and the receipt is signed by or on
behalf of the director
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 and at the beginning of the
meeting (or promptly upon his arrival) objects to holding
the meeting or transacting business at the meeting, and does
not thereafter vote for or assent to action taken at the
meeting. Unless required by the articles of incorporation,
neither the business to be transacted at, nor the purpose
of, any special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.
3.6 Director Quorum.
If bylaw 3.2 establishes a fixed board size, a
majority of the number of directors shall constitute a
quorum for the transaction of business at any meeting of the
board of directors, unless the articles require a greater
number.
If bylaw 3.2 permits a variable-range size board (a
board size set by resolution within a given range), a
majority of the number of directors prescribed by
resolution, (or if no number is prescribed the number in
office immediately before the meeting begins) shall
constitute a quorum for the transaction of business at any
meeting of the board of directors, unless the articles
require a greater number.
Any amendment to this quorum requirement is subject to
the provisions of 3.8 of this Article III.
3.7 Directors, Manner of Acting.
The act of the majority of the directors present at a
meeting at which a quorum is present when the vote is taken
shall be the act of the board of directors unless the
articles of incorporation require a greater percentage. Any
amendment which changes the number of directors needed to
take action, is subject to the provisions of 3.8 of this
Article III.
Unless the articles of incorporation provide otherwise,
any or all directors may participate in a regular or special
meeting by, or conduct of the meeting through the use of,
any means of communication by which all directors
participating may simultaneously hear each other during the
meeting. A director participating in a meeting by this means
is deemed to be present in person at the meeting.
A director who is present at a meeting of the board of
directors or a committee of the board of directors when
corporate action is taken is deemed to have assented to the
action taken unless:
(1) He objects at the beginning of the meeting (or
promptly upon his arrival) to holding it or
transacting business at the meeting; or
(2) His dissent or abstention from the action taken is
entered in the minutes of the meeting; or
(3) He delivers written notice of his dissent or
abstention to the presiding officer of the meeting
before its adjournment or to the corporation
immediately after adjournment of the meeting.
The right of dissent or abstention is not available to
a director who votes in favor of the action taken.
3.8 Establishing a "Supermajority" Quorum or Voting
Requirement for the Board of Directors.
For purposes of this 3.8, a "supermajority" quorum is
a requirement that more than a majority of the directors in
office constitute a quorum; and a "supermajority" voting
requirement is any requirement that requires the vote of
more than a majority of those directors present at a meeting
at which a quorum is present to be the act of the directors.
A bylaw that fixes a supermajority quorum or
supermajority voting requirement may be amended or repealed:
(1) If originally adopted by the shareholders, only by
the shareholders (unless otherwise provided by the
shareholders).
(2) If originally adopted by the board of directors,
either by the shareholders or by the board of
directors.
A bylaw adopted or amended by the shareholders that
fixes a supermajority quorum or supermajority voting
requirement for the board of directors may provide that it
may be amended or repealed only by a specified voce of
either the shareholders or the board of directors.
Subject to the provisions of the preceding paragraph,
action by the board of directors to adopt, amend, or repeal a
bylaw that changes the quorum or voting requirement for the
board of directors must meet the same quorum requirement and
be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be
adopted, whichever is greater.
3.9 Director Action Without a Meeting.
Unless the articles of incorporation provide otherwise,
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 and
may be described as such in any document.
3.10 Removal of Directors.
The shareholders may remove one or more directors at a
meeting called for that purpose if notice has been given
that a purpose of the meeting is such removal. The removal
may be with or without cause unless the articles provide
that directors may only be removed with cause. If a director
is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the
vote to remove him. If cumulative voting is not authorized,
a director may be removed only if the number of votes
sufficient to elect him under cumulative voting is voted
against his removal. If cumulative voting is not authorized,
a director may be removed only if the number of votes cast
to remove him exceeds the number of votes cast not to remove
him.
3.11 Board of Director Vacancies.
Unless the articles of incorporation provided
otherwise, if a vacancy occurs on the board of directors,
including a vacancy resulting from an increase in the number
of directors:
(1) The shareholders may fill the vacancy;
(2) The board of directors may fill the vacancy; or
(3) If the directors remaining in office constitute fewer
than a quorum of the board, they may fill the vacancy by the
affirmative vote of a majority of all the directors
remaining in office.
If the vacant office was held by a director elected by
a voting group of shareholders, only the holders of shares
of that voting group are entitled to vote to fill the
vacancy if it is filled by the shareholders.
A vacancy that will occur at a specific later date
(by reason of a resignation effective at a later date) may
be filled before the vacancy occurs but the new director may
not take office until the vacancy occurs.
The term of a director elected to fill a vacancy
expires at the next shareholders' meeting at which directors
are elected. However, if his term expires, he shall continue
to serve until his successor is elected and qualifies or
until there is a decrease in the number of directors.
3.12 Director Compensation.
Unless otherwise provided in the articles, by
resolution of the board of directors, each director may be
paid his expenses, if any, of attendance at each meeting of
the board of directors, and may be paid a stated salary as
director or a fixed sum for attendance at each meeting of
the board of directors or both. No such payment shall
preclude any director from serving the corporation in any
capacity and receiving compensation therefor.
3.13 Director Committees.
(a) Creation of Committees. Unless the articles of
incorporation provide otherwise, the board of
directors may create one or more committees and
appoint members of the board of directors to serve
on them. Each committee must have two or more
members, who serve at the pleasure of the board of
directors.
(b) Selection of Members. The creation of a committee
and appointment of members to it must be approved
by the greater of:
(1) A majority of all the directors in office
when the action is taken; or
(2) The number of directors required by the
articles of incorporation to take such
action, (or if not specified in the articles
the numbers required by 3.7 of this Article
III to take action).
(c) Required Procedures. 3.4, 3.5, 3.6, 3.7, 3.8
and 3.9 of this Article III, which govern
meetings, action without meetings, notice and
waiver of notice, quorum and voting requirements
of the board of directors, apply to committees and
their members.
(d) Authority. Unless limited by the articles of
incorporation, each committee may exercise those
aspects of the authority of the board of directors
which the board of directors confers upon such
committee in the resolution creating the
committee. Provided, however, a committee may not:
(1) Authorize distributions;
(2) Approve or propose to shareholders action
that the Utah Revised Business Corporation
Act requires be approved by shareholders;
(3) Fill vacancies on the board of directors or
on any of its committees;
(4) Amend the articles of incorporation pursuant
to the authority of directors, to do so
granted by Section 10.02 of the Utah Revised
Business Corporation Act;
(5) Adopt, amend, or repeal bylaws;
(6) Approve a plan of merger not requiring
shareholder approval;
(7) Authorize or approve reacquisition of shares,
except according to a formula or method
prescribed by the board of directors; or
(8) Authorize or approve the issuance or sale or
contract for sale of shares or determine the
designation and relative rights, preferences,
and limitations of a class or series of
shares, except that the board of directors
may authorize a committee (or a senior
executive officer of the corporation) to do
so within limits specifically prescribed by
the board of directors.
3.14 Chairman.
The board of directors may elect from its own number a
chairman of the board, who shall preside at all meetings of
the board of directors, and shall perform such other duties
as may be prescribed from time to time by the board of
directors.
ARTICLE IV
OFFICERS
4.1 Number of Officers.
The officers of the corporation shall be a president,
a secretary, and a treasurer, each of whom shall be
appointed by the board of directors. Such other officers
and assistant officers as may be deemed necessary, including
any vice-presidents, may be appointed by the board of
directors. If specifically authorized by the board of
directors, an officer may appoint one or more officers or
assistant officers. The same individual may simultaneously
hold more than one office in the corporation.
4.2 Appointment and Term of Office.
The officers of the corporation shall be appointed by
the board of directors for a term as determined by the board
of directors. (The designation of a specified term grants to
the officer no contract rights, and the board can remove the
officer at any time prior to the termination of such term).
If no term is specified, they shall hold office until they
resign, die, or until they are removed in the manner
provided in 4.3 of this Article IV.
4.3 Removal of Officers.
Any officer or agent may be removed by the board of
directors at any time, with or without cause. Such removal
shall be without prejudice to the contract rights, if any,
of the person so removed. Appointment of an officer or
agent shall not of itself create contract rights
4.4 President.
The president shall be the principal executive officer
of the corporation and, subject to the control of the board
of 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 shareholders and of
the board of directors. He may sign, with the secretary or
any other proper officer of the corporation thereunto
authorized by the board of directors, certificates for
shares of the corporation and deeds, mortgages, bonds,
contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated
by the board of directors or by these bylaws 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 board of
directors from time to time.
4.5 The Vice-Presidents.
If appointed, in the absence of the president or in the
event of his death, inability or refusal to act, the
vice-president (or in the event there be more than one vice
presidency, the vice-presidents in the order designated at
the time of their election, or in the absence of any
designation, then in the order of their appointment) 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.) Any vice-president may
sign, with the secretary or an assistant secretary,
certificates for shares of the corporation the issuance of
which have been authorized by resolution of the board of
directors; and shall perform such other duties as from time
to time may be assigned to him by the president or by the
board of directors.
4.6 The Secretary.
The secretary shall:
(a) Keep the minutes of the proceedings of the
shareholders and of the board of directors in one
or more books provided for that purpose;
(b) See that all notices are duly given in accordance
with the provisions of these bylaws or as
required by law;
(c) Be custodian of the corporate records and of any
seal of the corporation and if there is a seal of
the corporation, see that it is affixed to all
documents the execution of which on behalf of the
corporation under its seal is duly authorized;
(d) When requested or required, authenticate any
records of the corporation;
(e) Keep a register of the post office address of each
shareholder which shall be furnished to the
secretary by such shareholder;
(f) Sign with the president, or a vice-president,
certificates for shares of the corporation, the
issuance of which shall have been authorized by
resolution of the board of directors;
(g) Have general charge of the stock transfer books of
the corporation; and
(h) In general perform all duties incident to the
office of secretary and such other duties as from
time to time rnay be assigned to him by the
president or by the board of directors.
4.7 The Treasurer.
The treasurer shall:
(a) Have charge and custody of and be responsible for
all funds and securities 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 depositaries as shall be
selected by the board of directors; 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 board of directors. If
required by the board of 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 board of directors shall
determine.
4.8 Assistant Secretaries and Assistant Treasurers.
The assistant secretaries, when authorized by the board
of directors, may sign with the president or a
vice-president certificates for shares of the corporation
the issuance of which shall have been authorized by a
resolution of the board of directors. The assistant
treasurers shall respectively, if required by the board of
directors, give bonds for the faithful discharge of their
duties in such sums and with such sureties as the board of
directors shall determine. The assistant secretaries and
assistant treasurers, in general, shall perform such duties
as shall be assigned to them by the secretary or the
treasurer, respectively, or by the president or the board of
directors.
4.9 Salaries.
The salaries of the officers shall be fixed from time
to time by the board of directors.
4.10 Other Officers.
Other officers may be elected by the board of directors
and shall perform such duties and have such powers as may be
assigned to them by the board of directors.
4.11 Surety Bonds.
If the board of directors shall so require, any officer
or agent of the Corporation shall execute to the corporation
a bond in such funds and with such surety or sureties as the
board of directors may direct.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND
EMPLOYEES
5.1 Indemnification of Directors.
Unless otherwise provided in the articles, the
corporation shall indemnify any individual made a party to a
proceeding because he is or was a director of the
corporation, against liability incurred in the proceeding,
but only if the corporation has authorized the payment in
accordance with Section 906 of the Act and a determination
has been made in accordance with the procedures set forth in
Section 906(2) of the Act that the director met the
standards of conduct in paragraph (a), (b) and (c) below.
(a) Standard of Conduct. The individual shall
demonstrate that:
(1) He conducted himself in good faith; and
(2) He reasonably believed:
(i) In the case of conduct in his official
capacity with the corporation, that his conduct
was in its best interests;
(ii) In all other cases, that his conduct was
at least not opposed to its best interests; and
(iii) In the case of any criminal
proceeding, he had no reasonable cause
to believe his conduct was unlawful.
(b) No Indemnification Permitted in Certain
Circumstances. The corporation
shall not indemnify a director under this 5.1 of
Article V:
(i) In connection with a proceeding by or in
the right of the corporation which the
director was adjudged liable to the
corporation; or
(ii) In connection with any other proceeding
charging improper personal benefit to
him, whether or not involving action in
his official capacity, in which he was
adjudged liable on the basis that
personal benefit was improperly received
by him.
(c) Indemnification in Derivative Actions Limited.
Indemnification permitted under this 5.1 of
Article V in connection with a proceeding by or in
the right of the corporation is limited to
reasonable expenses incurred in connection with
the proceeding.
5.2 Advance Expenses for Directors.
If a determination is made, following the procedures of
Section 906 that the director has met the following
requirements; and if an authorization of Payment is made,
following the procedures and standards set forth in Section
906 of the Act then unless otherwise provided in the
articles of incorporation, the company shall pay for or
reimburse the reasonable expenses incurred by a director who
is a party to a proceeding in advance of final disposition
of the proceeding, if:
(1) The director furnishes the corporation a written
affirmation of his good faith belief that he has
meet the standard of conduct described in 5.1 of
this Article V;
(2) The director furnishes the corporation a written
undertaking, executed personally or on his behalf,
to repay the advance if it is ultimately
determined that he did not meet the standard of
conduct (which undertaking must be an unlimited
general obligation of the director but need not be
secured and may be accepted without reference w
financial ability to make repayment); and
(3) A determination is made that the facts then known
to those making the determination would not
preclude indemnification under 5.1 of this
Article V or the Act.
5.3 Indemnification of Officers, Agents and Employees Who
Are Not Directors.
Unless otherwise provided in the articles of
incorporation, the board of directors may indemnify and
advance expenses to any officer, employee, or agent of the
corporation, who is not a director of the corporation, to
any extent consistent with public policy, as determined by
the general or specific action of the board of directors.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 Certificates for Shares.
(a) Content. Certificates representing shares of the
corporation shall at minimum, state on their face
the name of the issuing corporation and that it is
formed under the laws of Utah; the name of the
person to whom issued; and the number and class of
shares and the designation of the series, if any,
the certificate represents; and be in such form as
determined by the board of directors. Such
certificates shall be signed (either manually or
by facsimile) by the president or a vice president
and by the secretary or an assistant secretary and
may be scaled with a corporate seal or a facsimile
thereof. Each certificate for shares shall be
consecutively numbered or otherwise identified.
(b) Legend as to Class or Series. If the corporation
is authorized to issue different classes of shares
or different series within a class, the
designations, relative rights, preferences, and
limitations applicable to each class and the
variations in rights, preferences, and limitations
determined for each series (and the authority of
the board of directors to determine variations for
future series) must be summarized on the front or
back of each certificate. Alternatively, each
certificate may state conspicuously on its front
or back that the corporation will furnish the
shareholder this information on request in writing
and without charge.
(c) Shareholder List. The name and address of the
person to whom the shares represented thereby are
issued, with the number of shares and date of
issue, shall be entered on the stock Transfer
books of the corporation.
(d) Transferring Shares. All certificates surrendered
to the corporation for transfer shall be canceled
and no new certificate shall be issued until the
former certificate for a like number of shares
shall have been surrendered and canceled, except
that in Case of a lost, destroyed, or mutilated
certificate a new one may be issued therefor upon
such terms and indemnity to the corporation as the
board of directors may prescribe.
6.2 Shares Without Certificates.
(a) Issuing Shares Without Certificates. Unless the
articles of incorporation provide otherwise, the
board of directors may authorize the issue of some
or all the shares of any or all of its classes or
series without certificates. The authorization
does not affect shares already represented by
certificates until they are surrendered to the
corporation.
(b) Information Statement Required. Within a
reasonable time after the issue or transfer of
shares without certificates, the corporation shall
send the shareholder a written statement
containing at minimum:
(1) The name of the issuing corporation and that
it is organized under the law of this state;
(2) The name of the person to whom issued; and
(3) The number and class of shares and the
designation of the series, if any, of the
issued shares.
If the corporation is authorized to issue different
classes of shares or different series within a class, the
written statement shall describe the designations, relative
rights, preferences, and limitations applicable to each
class and the valuation in rights, preferences, and
limitations determined for each series (and the authority of
the board of directors to determine variations for future
series).
6.3 Registration of the Transfer of Shares.
Registration of the transfer of shares of the
corporation shall be made only on the stock transfer books
of the corporation. In order to register a transfer, the
record owner shall surrender the shares to the corporation
for cancellation, properly endorsed by the appropriate
person or persons with reasonable assurances that the
endorsements are genuine and effective. Unless the
corporation has established a procedure by which a
beneficial owner of shares held by a nominee is to be
recognized by the corporation as the owner, the person in
whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof
for all purposes.
6.4 Restrictions on Transfer of Shares Permitted.
The board of directors (or shareholders) may impose
restrictions on the transfer or registration of transfer of
shares (including any security convertible into, or carrying
a right to subscribe for or acquire shares). A restriction
does not affect shares issued before the restriction was
adopted unless the holders of the shares are parties to the
restriction agreement or voted in favor of the restriction.
A restriction on the transfer or registration of
transfer of shares may be authorized:
(1) To maintain the corporation's status when it is
dependent on the number or identity of its
shareholders;
(2) To preserve exemptions under federal or state
securities law;
(3) For any other reasonable purpose. A restriction on
the transfer or registration of transfer of shares
may;
(1) Obligate the shareholder first to offer the
corporation or other persons (separately,
consecutively, or simultaneously) an
opportunity to acquire the restricted shares;
(2) Obligate the corporation or other persons
(separately, consecutively, or
simultaneously) to acquire the restricted
shares;
(3) Require the corporation, the holders or any
class of its shares, or another person to
approve the transfer of the restricted
shares, if the requirement is not manifestly
unreasonable;
(4) Prohibit the transfer of the restricted
shares to designated persons or classes of
persons, if the prohibition is not manifestly
unreasonable.
A restriction on the transfer or registration of
transfer of shares is valid and enforceable against the
holder or a transferee of the holder if the restriction is
authorized by this section and its existence is noted
conspicuously on the front or back of the certificate or is
contained in the information statement required by 6.2 of
this Article VI with regard to shares issued without
certificates. Unless so noted, a restriction is not
enforceable against a person without knowledge of the
restriction.
6.5 Acquisition of Shares.
The corporation may acquire its own shares and unless
otherwise provided in the articles of incorporation, the
shares so acquired constitute authorized but unissued
shares. If the articles of incorporation prohibit the
reissue of acquired shares, the number of unauthorized
shares is reduced by the number of shares acquired,
effective upon amendment of the articles of incorporation,
which amendment shall be adopted by the shareholders or the
board of directors without shareholder action. The articles
of amendment must be delivered to the Secretary of State and
must set forth:
(1) The name of the corporation;
(2) The reduction in the number of authorized shares,
itemized by class and series; and
(3) The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares.
6.6 Lost or Destroyed Certificates.
The board of directors may direct a new certificate to
be issued to replace any certificate heretofore issued by
the corporation and alleged to have been lost or destroyed
if the owner makes an affidavit that the certificate is lost
or destroyed. The board of directors may, at its discretion,
require the owner of such certificate or has legal
representative to give the corporation a bond in such sum
and with such sureties as the board of directors may direct
to indemnify the corporation and transfers, agents and
registrars, if any, against claims that may be made on
account of the issuance of such new certificates. A new
certificate may be issued with declaring any bond.
ARTICLE VII
DISTRIBUTIONS
7.1 Distributions.
The board of directors may authorize, and the
corporation may make, distributions (including dividends on
its outstanding shares) in the manner and upon the terms and
conditions provided by law and in the corporation's articles
of incorporation.
ARTICLE VIII
CORPORATE SEAL
8.1 Corporate Seal.
The board of directors may provide a corporate seal
which may be circular in form and have inscribed thereon any
designation including the name of the corporation, State of
Utah as the state of incorporation, and the words "Corporate
Seal."
ARTICLE IX
CONTRACTS, LOANS, CHECKS AND DEPOSIT
9.1 Contracts.
The board of directors may authorize any officer(s), or
agent(s), to enter into any contract or execute and deliver
any instrument in the name and on behalf of the corporation,
and such authority may be either general or confined to
specific instances.
9.2 Loans.
No loan or advances shall be contracted on behalf of
the corporation, no negotiable paper or other evidence of
its obligation under any loan or advance shall be issued in
its name, and no property of the corporation shall be
mortgaged, pledged, hypothecated, or transferred as security
for the payment of any loan, advance, indebtedness, or
liability of the corporation unless and except as authorized
by the board of directors. Any such authorization may be
either general confined to specific instances.
9.3 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 board of directors may select, or as may
be selected by an officer or agent so authorized by the
board of directors.
9.4 Checks and Drafts.
All notes, drafts, acceptances, checks, endorsements,
and evidences of indebtedness of the corporation shall be
signed by the president and by the treasurer of the
corporation and in such manner as the board of directors
from time to time may determine. Endorsements for deposit to
the credit of the corporation in any of its duly authorized
depositories shall be made in such manner as the board of
directors from time to time may determine.
9.5 Bonds and Debentures.
Every bond or debenture issued by the corporation shall
be evidenced by an appropriate instrument which shall be
signed by the president or a vice-president and by the
treasurer or by the secretary and the seal of the
corporation may, but need not, be affixed thereto.
ARTICLE X
EMERGENCY BYLAWS
10.1 Emergency Bylaws.
Unless the articles of incorporation provide otherwise,
the following provisions of this Article IX, 9.1
"Emergency Bylaws" shall be effective during an emergency
which is defined as when a quorum of the corporation's
directors cannot be readily assembled because of some
catastrophic event. During such emergency:
(a) Notice of Board Meetings. Any one member of the
board of directors or any one of the following
officers: president, vice-president, secretary, or
treasurer, may call a meeting of the board of
directors. Notice of such meeting need be given
only to those directors whom it is practicable to
reach, and may be given in any practical manner,
including by publication and radio. Such notice
shall be given at least six hours prior to
commencement of the meeting.
(b) Temporary Directors and Quorum. One or more
officers of the corporation present at the
emergency board meeting, as is necessary to
achieve a quorum, shall be considered to be
directors for the meeting, and shall so serve in
order of rank, and within the same rank, in order
of seniority. In the event that less than a quorum
(as determined by Article M, 3.6) of the
directors are present (including the officers
serving as directors) shall constitute a quorum.
(c) Actions Permitted to be Taken. The board as
constituted in paragraph (b), and after notice as
set forth in paragraph (a) may:
(1) Officers' Powers. Prescribe emergency posers
to any officer of the corporation;
(2) Delegation Of Any Power. Delegate to any
officer or director, any of the powers of
the board of directors;
(3) Lines of Succession. Designate lines of
succession of officers and agents, in the
event that any of them are unable to
discharge their duties;
(4) Relocate Principal Place of Business.
Relocate the principal place of business, or
designate successive or simultaneous
principal places of business;
(5) All Other Action. Take any other action,
convenient, helpful, or necessary to carry on
the business of the corporation.
ARTICLE XI
AMENDMENTS
11.1 Amendments.
The corporation's board of directors may amend or
repeal the corporation's bylaws unless:
(1) The articles of incorporation or the Act reserve
this power exclusively to the shareholders in
whole or part; or
(2) The shareholders in adopting, amending, or
repealing a particular bylaw provide expressly
that the board of directors may not amend or
repeal that bylaw; or
(3) The bylaw either establishes, amends, or deletes,
a supermajority shareholder quorum or voting
requirement (as defined in 2.7 of Article II).
Any amendment which changes the voting or quorum
requirement for the board must comply with Article III,
3.8, and for the shareholders, must comply with Article II,
2.8.
The corporation's shareholders may amend or repeal the
corporation's bylaws even though the bylaws may also be
amended or repealed by its board of directors.
ARTICLE XII
EXEMPTION FROM CONTROL SHARES ACQUISITION ACT
The provisions of the Control Shares Acquisition Act as
set out in 61-6-1 et. Seq. as amended or any replacement
Act shall not apply to control share acquisitions of shares
of this Corporation.
I certify That the foregoing Bylaws of Terra Systems,
Inc., a Utah corporation, and that the same remain in effect
unchanged to the present date.
DATED:This 31st day of May, 1996.
/s/ Leonard K. Harmon
By: Leonard K. Harmon, Secretary
