BYLAWS
OF
PAST-TELL LIMITED
ARTICLE I - OFFICES
The principal office of the corporation in the State of Utah
shall be located in the City of Salt Lake, County of Salt Lake.
The corporation may have such other offices, either within or
without the State of Incorporation, as the Board of Directors may
designate or as the business of the corporation may from time to
time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held one
year from the date of incorporation, beginning with the year
1985, at the hour of one o'clock p.m., and annually on that date
thereafter, or as soon thereafter as is practicable, for the
purposes 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, such meeting
shall be held on the next succeeding business day.
2. SPECIAL MEETINGS. UCA 16-10-26
Special meetings of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute, may be called
by the president or by the directors, and shall be called by the
president at the request of the holders of not less than ten
percent of all the outstanding shares of the corporation entitled
to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or
without the State unless otherwise prescribed by statute, as the
place of meeting for any annual meeting or for any special
meeting called by the directors. A waiver of notice signed by
all stockholders entitles to vote at a meeting may designate any
place, either within or without the State unless otherwise
prescribed by statute, the place for holding such meeting. If no
designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the principal office of the
corporation.
4.NOTICE OF MEETING. UCA 16-10-27
Written or printed notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not
less than ten nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of
the president, or the secretary, or the officer or persons
calling the meeting, to each stockholder of record 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 stockholder at his address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OF FIXING OF RECORD DATE UCA 16-20-28
For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or any
adjournment thereof, or stockholders entitled to receive payment
or any dividend, or in order to make a determination of
stockholders for any other proper purpose, the directors of the
corporation may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in case, fifty
days. If the stock transfer books shall be closed for the
purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, such books shall be closed for
at least ten days immediately preceding such meeting. In lieu of
closing the stock transfer books, the directors may fix in
advance a date as the record date for any such determination of
stockholders. When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided in
this section, such determination shall apply to any adjournment
thereof.
6.VOTING LISTS. UCA 16-10-29
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 stockholders, a complete list of the
stockholders 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
principal office of the corporation and shall be subject to
inspection by any stockholder 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 stockholder during the whole time of the
meeting. The original stock transfer book shall be prima facie
evidence as to who are the stockholders entitled to examine such
list of transfer books or to vote at the meeting of stockholders.
7. QUORUM. UCA 16-10-30
At any meeting of stockholders a majority of the
outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a
meeting of stockholders. If less than said number of the
outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to
time without further notice. At such adjourned meeting at which
a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
8. PROXIES. UCA 16-10-30
At all meetings of stockholders, a stockholder may vote by
proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the
secretary of the corporation before or at the time of the
meeting.
9.VOTING. UCA 16-10-30
Each stockholder entitled to vote in accordance with the
terms and provisions of the Certificate of Incorporation and
these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such
stockholders. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by
ballot. All elections for directors shall be decided by majority
vote except as otherwise provided by the Certificate of
Incorporation or the laws of this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders shall be
as follows:
1. Roll Call.
2. Proof of notice of meeting of waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS. UCA 16-138
Unless otherwise provided by law, any action required to be
taken at a meeting of the shareholders, or any other action which
may be taken at a meeting of the shareholders, may be taken
without a meeting if consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS. UCA 16-10-33
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 shall 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
By-Laws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be not more than
nine (9) or less than three (3). Each director shall hold office
until the next annual meeting of stockholders and until his
successor shall have been elected and qualified.
3. REGULAR MEETINGS. UCA 16-10-40
A regular meeting of the directors shall be held without
other notice than this By-Law immediately after, and at the same
place as, the annual meeting of stockholders. The directors may
provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such
resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the
request of the president or any two directors. 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.
5. NOTICE. UCA 16-10-40
Notice of any special meeting shall be given at least two days
previously thereto by written notice delivered personally, or by
telegram or 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. The attendance of a director at a meeting
shall constitute a waive 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.
6. QUORUM. UCA 16-10-38
At any meeting of the directors a majority shall constitute
a quorum for the transaction of business, but if less than said
number is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further
notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the
directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in
the number of directors and vacancies occurring in the board for
any reason except the removal of directors without cause may be
filled by a vote of a majority of the directors then in office,
although less than a quorum exists. Vacancies occurring by
reason of the removal of the directors without cause shall be
filled by vote of the stockholders. 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.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote
of the stockholders or by action of the board. Directors may be
removed without cause only by vote of the stockholders.
10. 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.
11. COMPENSATION.
No compensation shall be paid to directors, as such, for
their services, but by resolution of the board a fixed sum and
expenses for actual attendance at each regular or special meeting
of the board may be authorized. Nothing herein contained shall
be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor.
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of
the directors at which action on any corporation matter is taken
shall be presumed to have assented to the action taken unless his
dissent shall be entered into the minutes of the meeting or
unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered
mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not
apply to a director who voted in favor of such action.
13. EXECUTIVE AND OTHER COMMITEES.
The board, by resolution, may designate from among its
members an executive committee and other committees, each
consisting of three or more directors. Each such committee shall
serve at the pleasure of the board.
14. ACTION WITHOUT A MEETING. UCA 16-10-40
Any action that may be taken by the Board of Directors at a
meeting may be taken without a meeting if consent in writing,
setting forth the action so to be taken, shall be signed before
such action by all of the directors.
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, two
vice-presidents, a secretary and a treasurer, each of whom shall
be elected by the directors. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed
by the directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the
directors shall be elected annually at the first meeting of the
directors held after each annual meeting of the stockholders.
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
hereinbefore provided.
3. REMOVAL.
Any officer or agent elected or appointed by the directors
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.
4. VACANCIES.
A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the
directors for the unexpired portion of the term.
5. 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 stockholders and of the directors. He may
sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the directors, certificates
for shares of the corporation, 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.
6. VICE-PRESIDENT.
In the absence of the president or in the event of his
death, inability or refusal to act, the vice-president shall
perform the duties of the president, and when so acting, shall
have all powers of and be subject to all the restrictions upon
the president. The vice-president shall perform such other
duties as from time to time may be assigned to him by the
president or by the directors.
7. SECRETARY.
The secretary shall keep the minutes of the stockholders'
and of the directors' meetings in one or more books provided for
that purpose, so that all notices are duly given in accordance
with the provisions of these By-Laws or as required, be custodian
of the corporate records and of the seal of the corporation and
keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholders,
have general charge of the stock transfer books of the
corporation and 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.
8. TREASURER.
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.
He shall have charge and custody of and be responsible for all
funds and securities of the corporation; receive and give
receipts for monies due and payable to the corporation; receive
and give receipts for monies due and payable to the corporation
from any source whatsoever, and deposit all such monies 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 in general perform all of the duties incident to the
office of the treasurer and such other duties as from time to
time may be assigned to him by the president or by the directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to
time by the directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a
director of the corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. 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.
2. 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.
3. 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. 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 elect.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be
in such form as shall be determined by the directors. Such
certificates shall be signed by the president and by the
secretary or by such other officers authorized by law and by the
directors. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the
stockholders, the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be
cancelled and no new certificates shall be issued until the
former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued
therefore upon such terms and indemnity to the corporation as the
directors may prescribe.
2. TRANSFER OF SHARES.
(a) Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, and
cancel the old certificate; every such transfer shall be entered
on the transfer book of the corporation which shall be kept at
its principal office.
(b) The corporation shall be entitled to treat the holder
of record of any share as the holder in fact thereof, and,
accordingly, shall not be bound to recognize an equitable or
other claim to or interest in such share on the part of any other
person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this State.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the first
day of January in each year.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law.
ARTICLE IX - SEAL
The directors may provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the
corporation, the state of incorporation, year of incorporation
and the words, "Corporate Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any stockholder or director of the
corporation under the provisions of these By-Laws or under the
provisions of the Articles of Incorporation, a waiver to such
notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS
These By-Laws may be altered, amended or repealed and new
By-Laws may be adopted by a vote of the stockholders representing
a majority of all the shares issued and outstanding, at annual
stockholders' meeting or at any special stockholders' meeting
when the proposed amendment has been set out in the notice of
such meeting.
/s/ Sandra C. Sachs
Sandra C. Sachs, Director
/s/ Gene L. Bowling
Gene L. Bowling, Director
/s/ Wendy L. Prince
Wendy L. Prince, Director
