<PAGE>
Exhibit 4.2
AMENDED AND RESTATED
BYLAWS
OF
ALMUR COSMETICS, INC.
A UTAH CORPORATION
</Page>
<PAGE>
TABLE OF CONTENTS
ARTICLE PAGE
ARTICLE 1. OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.1 Business Office . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2 Registered Office . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 11. SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2.1 Annual Shareholder Meeting. . . . . . . . . . . . . . . . . 1
Section 2.2 Special Shareholder Meetings. . . . . . . . . . . . . . . . 1
Section 2.3 Place of Shareholder Meetings . . . . . . . . . . . . . . . 2
Section 2.4 Notice of Shareholder Meetings. . . . . . . . . . . . . . . 2
Section 2.5 Meetings by Telecommunications. . . . . . . . . . . . . . . 3
Section 2.6 Fixing of Record Date . . . . . . . . . . . . . . . . . . . 3
Section 2.7 Shareholder List. . . . . . . . . . . . . . . . . . . . . . 4
Section 2.8 Shareholder Quorum and Voting Requirements. . . . . . . . . 4
Section 2.9 Increasing Either Quorum or Voting Requirements . . . . . . 5
Section 2.10 Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.11 Voting of Shares. . . . . . . . . . . . . . . . . . . . . . 5
Section 2.12 Corporation's Acceptance of Votes . . . . . . . . . . . . . 5
Section 2.13 Inspectors of Election. . . . . . . . . . . . . . . . . . . 6
Section 2.14 Shareholder Action Without Meeting. . . . . . . . . . . . . 7
Section 2.15 Vote Required; Election of Directors. . . . . . . . . . . . 7
Section 2.16 Business at Annual Meeting. . . . . . . . . . . . . . . . . 7
Section 2.17 Notification of Nominations . . . . . . . . . . . . . . . . 8
Section 2.18 Conduct of Meeting. . . . . . . . . . . . . . . . . . . . . 8
Section 2.19 Shareholder's Rights to Inspect Corporate Records . . . . . 9
Section 2.20 Financial Statements Shall be Furnished
to the Shareholders . . . . . . . . . . . . . . . . . . . .10
Section 2.21 Dissenters' Rights. . . . . . . . . . . . . . . . . . . . .10
ARTICLE III. BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . . . . .10
Section 3.1 General Powers. . . . . . . . . . . . . . . . . . . . . . .10
Section 3.2 Number, Tenure, and Qualification of Directors. . . . . . .10
Section 3.3 Regular Meetings of the Board of Directors. . . . . . . . .11
Section 3.4 Special Meetings of the Board of Directors. . . . . . . . .11
Section 3.5 Notice of, and Waiver of Notice for,
Special Director Meetings . . . . . . . . . . . . . . . . .11
Section 3.6 Director Quorum . . . . . . . . . . . . . . . . . . . . . .11
Section 3.7 Directors, Manner of Acting . . . . . . . . . . . . . . . .11
Section 3.8 Establishing a "Supermajority" Quorum or
Voting Requirement. . . . . . . . . . . . . . . . . . . . .12
Section 3.9 Director Action Without a Meeting . . . . . . . . . . . . .12
Section 3.10 Removal of Directors. . . . . . . . . . . . . . . . . . . .12
Section 3.11 Board of Director Vacancies . . . . . . . . . . . . . . . .13
Section 3.12 Director Compensation . . . . . . . . . . . . . . . . . . .13
Section 3.13 Director Committees . . . . . . . . . . . . . . . . . . . .13
ARTICLE IV. OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . .14
Section 4.1 Number of Officers. . . . . . . . . . . . . . . . . . . . .14
Section 4.2 Appointment and Term of Office. . . . . . . . . . . . . . .14
Section 4.3 Removal of Officers . . . . . . . . . . . . . . . . . . . .15
Section 4.4 Chairman. . . . . . . . . . . . . . . . . . . . . . . . . .15
Section 4.5 President . . . . . . . . . . . . . . . . . . . . . . . . .15
Section 4.6 Vice-Presidents . . . . . . . . . . . . . . . . . . . . . .15
Section 4.7 Secretary . . . . . . . . . . . . . . . . . . . . . . . . .15
Section 4.8 Treasurer . . . . . . . . . . . . . . . . . . . . . . . . .16
</Page>
<PAGE>
Section 4.9 Assistant Secretaries and Assistant Treasurers. . . . . . .16
Section 4.10 Salaries. . . . . . . . . . . . . . . . . . . . . . . . . .16
ARTICLE V. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . .16
Section 5.1 Indemnification of Directors. . . . . . . . . . . . . . . .16
Section 5.2 Advance Expenses for Directors. . . . . . . . . . . . . . .16
Section 5.3 Indemnification of Officers, Agents,
and Employees Who are not Directors . . . . . . . . . . . .17
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER. . . . . . . . .17
Section 6.1 Certificates for Shares . . . . . . . . . . . . . . . . . .17
Section 6.2 Shares Without Certificates . . . . . . . . . . . . . . . .17
Section 6.3 Registration of the Transfer of Shares. . . . . . . . . . .18
Section 6.4 Restrictions on Transfer of Shares Permitted. . . . . . . .18
Section 6.5 Acquisition of Shares . . . . . . . . . . . . . . . . . . .19
ARTICLE VII. DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . .19
ARTICLE VIII. CORPORATE SEAL . . . . . . . . . . . . . . . . . . . . . .20
ARTICLE IX. DIRECTORS CONFLICTING INTEREST TRANSACTIONS . . . . . . . .20
ARTICLE XI. FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . .20
CERTIFICATE OF SECRETARY. . . . . . . . . . . . . . . . . .21
</Page>
<PAGE>
AMENDED AND RESTATED
BYLAWS OF
ALMUR COSMETICS, INC.
ARTICLE 1. OFFICES
Section 1.1 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
corporation's most current annual report filed with the Utah Division of
Corporations and Commercial Code. 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 section 2.19 of Article 11.
Section 1.2 Registered Office.
----------------------------------
The registered office of the corporation, required by section
16-10a-501 of the Utah Revised Business Corporation Act (the "Act") or any
section of like tenor as from time to time amended shall be located within
Utah and may be, but need not be, identical with the principal office (if
located within Utah). The address of the registered office may be changed
from time to time.
ARTICLE II. SHAREHOLDERS
Section 2.1 Annual Shareholder Meeting.
------------------------------------------
The annual meeting of the shareholders shall be held within 150 days
of the close of the corporation's fiscal year, at a time and date as is
determined by the corporation's 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. The failure to hold an annual or special meeting
does not affect the validity of any corporate action or work a forfeiture
or dissolution of the corporation.
Section 2.2 Special Shareholder Meeting.
--------------------------------------------
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.
1
</Page>
<PAGE>
Section 2.3 Place of Shareholder Meetings.
----------------------------------------------
The board of directors may designate any place, either within or
without the state of Utah, as the place of meeting for any annual or any
special meeting of the shareholders, unless by written consents, which may
be in the form of waivers of notice or otherwise, a majority of
shareholders entitled to vote at the meeting may designate a different
place, either within or without the state of Utah, as the place for the
holding of such meeting. If no designation is made by either the directors
or majority action of the voting shareholders, the place of meeting shall
be the principal office of the corporation.
Section 2.4 Notice of Shareholder Meetings.
----------------------------------------------
(a) Required Notice. Written notice stating the place, day,
and time 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 in person, by any form of electronic
communication, by mail, by private carrier, or by any other manner
provided for in the Act, by or at the direction of the president, the
board of directors, or other persons calling the meeting, to each
shareholder of record, entitled to vote at such meeting and to any
other shareholder 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. If a new record
date for the adjourned meeting is, or must be fixed (see section 2.8
of this Article 11) or if the adjournment is for more than 30 days,
then notice must be given pursuant to the requirements of paragraph
(a) of this section 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.
(d) Shareholder Attendance. A shareholder'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; and (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.
2
</Page>
<PAGE>
<PAGE>
(e) Contents of notice. The notice of each special shareholder
meeting shall include a description of the purpose or purposes for
which the meeting is called. Except as provided in this section
2.4(e), the articles of incorporation, 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, to the extent applicable,
be accompanied by a copy or summary of the: (1) articles of amendment;
(2) plan of merger or share exchange; (3) agreement for the
disposition of all or substantially all of the corporation's property;
or (4) the terms of the dissolution. 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 the provisions of the Act governing such
rights.
Section 2.5 Meetings by Telecommunications.
----------------------------------------------
Any or all of the shareholders may participate in an annual or special
meeting of shareholders by, or the meeting may be conducted through the use
of, any means of communication by which all persons participating in the
meeting can hear each other during the meeting. A shareholder participating
in a meeting by this means is considered to be present in person at the
meeting.
Section 2.6 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 meeting
of shareholders or the payment of any distribution or dividend. If no
record date is so fixed by the board of directors 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, or in order to make a determination of shareholders for any
other proper purpose, 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 of directors or any
person specifically authorized by the board of directors or these
bylaws to call a meeting, the day before the first notice is delivered
to shareholders;
(b) With respect to a special shareholders' 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 of directors authorizes the share dividend;
(d) With respect to actions taken in writing without a
meeting (pursuant to Article 11, section 2.14), the date the first
shareholder signs a consent; and
3
</Page>
<PAGE>
<PAGE>
(e) 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 2.6, such
determination shall apply to any adjournment thereof unless the board of
directors fixes a new record date. A new record date must be fixed if the
meeting is adjourned to a date more than 120 days after the date fixed for
the original meeting.
Section 2.7 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, 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 11, section
2.8) and within each voting group by class or series of shares. The
shareholder list must be available for inspection by any shareholder,
beginning on the earlier of ten days before the meeting for which the list
was prepared or 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, or his agent or attorney, is entitled, on written
demand, to inspect and, subject to the requirements of section 2.19 of this
Article 11 and sections 16- 10a- 1602 and 16-10a-1603 of the Act, or any
sections of like tenor as from time to time amended, to inspect and copy
the list during regular business hours, 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.
Section 2.8 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 adopted
pursuant to section 2.9 of this Article 11, or the Act provides 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 provides 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 adopted pursuant to section
2.9 of this Article 11, or the Act require a greater number of affirmative
votes.
4 </Page>
<PAGE>
Section 2.9 Increasing Either Quorum or Voting Requirements.
---------------------------------------------------------------
For purposes of this section 2.9, 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.
Section 2.10 Proxies.
------------------------
At all meetings of shareholders, a shareholder may vote in person, or
vote by proxy, executed in writing by the shareholder or 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.
Section 2.11 Voting of Shares.
---------------------------------
Unless otherwise provided in the articles of incorporation, 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.
Section 2.12 Corporation's Acceptance of Votes.
--------------------------------------------------
(a) If the name signed on a vote, consent, waiver, or proxy
appointment or revocation 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 or revocation and give it
effect as the act of the shareholder
5
</Page>
<PAGE>
(b) If the name signed on a vote, consent, waiver, or proxy
appointment or revocation 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 or
revocation 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
or revocation;
(3) the name signed purports to be that of 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 or revocation;
(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 or revocation; and
(5) two or more persons are the shareholder as
co-tenants or fiduciaries and the name 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 li appointment or revocation 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 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 or revocation 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 or revocation under this
section 2.12 is valid unless a court of competent jurisdiction
determines otherwise.
Section 2.13 Inspectors of Election.
---------------------------------------
There shall be appointed at least one inspector of the vote. Such
inspector shall first take and subscribe an oath or affirmation faithfully
to execute the duties of inspector at such meeting with strict impartiality
and according to the best of his ability. Unless appointed in advance of
any such meeting by the board of directors, such inspector shall be
appointed for the meeting by the presiding officer. In the absence of any
such appointment, the secretary of the corporation shall act as the
6
</Page>
<PAGE>
<PAGE>
inspector. No candidate for the office of director (whether or not then a
director) shall be appointed as such inspector. Such inspector shall be
responsible for tallying and certifying each vote, whether made in person
or by proxy.
Section 2.14 Shareholder Action Without Meeting.
--------------------------------------------------
Any action required or permitted to be taken at a meeting of the
shareholders, except for the election of directors as set forth in section
2.15 of this Article 11, may be taken without a meeting and without prior
notice if one or more consents in writing, setting forth the action so
taken, shall be signed by shareholders having not less than the minimum
number of votes that would be necessary to authorize or take the action at
a meeting at which all shares entitled to vote with respect to the subject
matter thereof are present. Directors may be elected without a meeting of
shareholders by the written consent of the shareholders holding all of the
shares entitled to vote for the election of directors. Unless the written
consents of all shareholders entitled to vote have been obtained, notice of
any shareholder approval without a meeting shall be given at least ten days
before the consummation of the action authorized by the approval to (i)
those shareholders entitled to vote who have not consented in writing, and
(ii) those shareholders not entitled to vote and to whom the Act requires
that notice of the proposed action be given. If the act to be taken
requires that notice be given to nonvoting shareholders, the corporation
shall give the nonvoting shareholders written notice of the proposed action
at least ten days before the action is taken. The 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 2.14 has the effect of a meeting vote and may be
described as such in any document. The written consents are only effective
if received by the corporation within a 60 day period and not revoked prior
to the receipt of the written consent of that number of shareholders
necessary to effectuate such action. Action taken pursuant to a written
consent is effective as of the date the last written consent necessary to
effect the action is received by the corporation, unless all of the written
consents necessary to effect the action specify a later date as the
effective date of the action, in which case the later date shall be the
effective date of the action. If the corporation has received written
consents signed by all shareholders entitled to vote with respect to the
action, the effective date of the action may be any date that is specified
in all the written consents as the effective date of the action. Such
consents may be executed in any number of counterparts or evidenced by any
number of instruments of substantially similar tenor.
Section 2.15 Vote Required; Election of Directors.
-----------------------------------------------------
The election need not be by ballot unless any shareholder so demands
before the voting begins. Except as otherwise provided by law, the articles
of incorporation, any preferred stock designation, or these bylaws, all
matters other than the election of directors submitted to the shareholders
at any meeting shall be decided by a majority of the votes cast with
respect thereto. At all meetings of the shareholders at which directors are
to be elected, except as otherwise set forth in any stock designation with
respect to the right of the holders of any class or series of stock to
elect additional directors under specified circumstances, directors shall
be elected by a plurality of the votes cast at the meeting.
Section 2.16 Business at Annual Meeting.
------------------------------------------
At any annual meeting of the shareholders, only such business shall be
conducted as shall have been brought before the meeting (a) by or at the
direction of the board of directors or (b) by any shareholder of record of
the corporation who is entitled to vote with respect thereto and who
7
</Page>
<PAGE>
<PAGE>
complies with the notice procedures set forth in this section. 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 shareholders notice shall be
delivered or mailed to and received at the principal executive offices of
the corporation not less than 30 days prior to the date of the annual
meeting; provided, in the event that less than 40 days' notice of the date
of the meeting is given or made to shareholders, to be timely, a
shareholder's notice shall 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. A shareholder's notice to the secretary
shall set forth as to each matter such shareholder proposes to bring before
the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and address, as they appear on
the corporation's books, of the shareholder of record proposing such
business, (c) the class and number of shares of the corporation's capital
stock that are beneficially owned by such shareholder, and (d) any material
interest of such shareholder in such business. Notwithstanding anything in
these bylaws to the contrary, no business shall be brought before or
conducted at an annual meeting except in accordance with the provisions of
this section. The officer of the corporation or other person presiding at
the annual meeting shall, if the facts so warrant, determine and declare to
the meeting that business was not properly brought before the meeting in
accordance with such provisions, and if such presiding officer should so
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with such provisions and if such presiding
officer should so determine, such presiding officer shall so declare to the
meeting, and any such business so determined to be not properly brought
before the meeting shall not be transacted.
Section 2.17 Notification of Nominations.
--------------------------------------------
Nominations for the election of directors may be made by the board of
directors or by any shareholder entitled to vote for the election of
directors. Any shareholder entitled to vote for the election of directors
at a meeting may nominate persons for election as directors only if written
notice of such shareholder's intent to make such nomination is given,
either by personal delivery or by United States mail, postage prepaid, to
the secretary of the corporation not later than (i) with respect to an
election to be held at an annual meeting of shareholders, 90 days in
advance of such meeting, and (ii) with respect to an election to be held at
a special meeting of shareholders for the election of directors, the close
of business on the seventh day following the date on which notice of such
meeting is first given to shareholders. Each such notice shall set forth:
(a) the name and address of the shareholder who intends to
make the nomination and of the person or persons to be nominated;
(b) a representation that such shareholder is a holder of
record of stock of the corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice;
(c) a description of all arrangements or understandings
between such shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by such shareholder;
(d) such other information regarding each nominee proposed by
such shareholder as would have been required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had each nominee been nominated, or intended to be
nominated by the board of directors; and
8 </Page>
<PAGE>
(e) the consent of each nominee to serve as a director of the
corporation if elected.
The chairman of a shareholder meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing
procedure.
Section 2.18 Conduct of Meeting.
----------------------------------
The board of directors of the corporation shall be entitled to make
such rules or regulations for the conduct of meetings of shareholders as it
shall deem necessary, appropriate, or convenient. Subject to such rules and
regulations of the board of directors, if any, the chairman of the meeting
shall have the right and authority to prescribe such rules, regulations,
and procedures and do all such acts as, in the judgment of such chairman,
are necessary, appropriate, or convenient for the proper conduct of the
meeting, including, without limitation, establishing an agenda or order of
business for the meeting, rules and procedures for maintaining order at the
meeting and the safety of those present, limitations on participation in
such meeting to shareholders of record of the corporation and their duly
authorized and constituted proxies, and such other persons as the chairman
shall permit, restrictions on entry to the meeting after the time fixed for
the commencement thereof, limitations on the time allotted to questions or
comments by participants, regulation of the opening and closing of the
polls for balloting on matters which are to be voted on by ballot. Unless,
and to the extent, determined by the board of directors or the chairman of
the meeting, meetings of shareholders shall not be required to be held in
accordance with rules of parliamentary procedure.
Section 2.19 Shareholder's Rights to Inspect Corporate Records.
------------------------------------------------------------------
(a) Minutes and Accounting Records. The corporation shall keep
as permanent records minutes of all meetings of its shareholders and
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 a shareholder gives the corporation written
notice of his demand at least five business days before the date on
which he wishes to inspect and copy, such 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 the articles of incorporation currently in
effect;
(2) its bylaws or restated bylaws and all amendments to
the bylaws currently in effect;
(3) the minutes of all shareholders' meetings, and
records of all action taken by shareholders without a meeting,
for the past three years;
(4) all written communications to shareholders within the
past three years;
9
</Page>
<PAGE>
<PAGE>
(5) a list of the names and business addresses of its
current directors and officers;
(6) the most recent annual report of the corporation
delivered to the Utah Division of Corporations and Commercial
Code; and
(7) all financial statements prepared for periods ending
during the last three years that a shareholder could request
under section 2.20.
(c) Conditional Inspection Right. In addition, if a
shareholder 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 such shareholder wishes to inspect and copy, such shareholder
describes with reasonable particularity his purpose and the records he
desires to inspect, and the records are directly connected with his
purpose, such shareholder of the 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 acting 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 (b) of this
section 2.19;
(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 (including
third-party costs) 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 section 2.19, the term "shareholder" shall include a beneficial
owner whose shares are held in a voting trust or by a nominee on his
behalf.
Section 2.20 Financial Statements Shall be Furnished to the
Shareholders.
--------------------------------------------------------------
Upon written request of any shareholder, the corporation shall mail to
such shareholder its most recent annual or quarterly financial statements
showing in reasonable detail its assets and liabilities and the results of
its operations.
Section 2.21 Dissenters' Rights.
-----------------------------------
Each shareholder shall have the right to dissent from and obtain
payment for such shareholder's shares when so authorized by the Act, the
articles of incorporation, these bylaws, or in a resolution of the board of
directors.
10
</Page>
<PAGE>
<PAGE>
ARTICLE 111. BOARD OF DIRECTORS
Section 3.1 General Powers.
------------------------------
Unless the articles of incorporation have dispensed with or limited
the authority of the 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.
Section 3.2 Number, Tenure, and Qualification of Directors.
---------------------------------------------------------------
Unless permitted by the Act, the authorized number of directors shall
be not less than three. The current number of directors shall be as
determined (or as amended from time to time) by resolution adopted from
time to time by either the shareholders or directors. 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 until his
successor shall have been elected and qualified, or until there is a
decrease in the number of directors. A decrease in the number of directors
does not shorten an incumbent director's term. Unless required by the
articles of incorporation, directors do not need to be residents of Utah or
shareholders of the corporation.
Section 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.
Section 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 as the place
for holding any special meeting of the board of directors.
Section 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 prior thereto either orally, in person, by telephone, by any form of
electronic communication, by mail, by private carrier, or by any other
manner provided for in the Act. 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 or the Act, 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.
11
</Page>
<PAGE>
Section 3.6 Director Quorum.
-------------------------------
A majority of the number of directors 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 of incorporation
require a greater number. Any amendment to this quorum requirement is
subject to the provisions of section 3.8 of this Article III.
Section 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 section 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
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 requested by such director to be 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.
Section 3.8 Establishing a "Supermajority" Quorum or Voting
Requirement.
---------------------------------------------------------------
For purposes of this section 3.8, a "supermajority" quorum is a
requirement that requires more than a majority of the directors in office
to 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:
(a) if originally adopted by the shareholders, only by the
shareholders (unless otherwise provided by the shareholders); or
(b) 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 vote of either the shareholders or the board of directors.
12
</Page>
<PAGE>
<PAGE>
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.
Section 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 sign a written consent
describing the action taken, and such consent is filed with the records of
the corporation. Action taken by consent 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. Such consent may be executed in any
number of counterparts, or evidenced by any number of instruments of
substantially similar tenor.
Section 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 the purpose of the meeting
is such removal. The removal may be with or without cause unless the
articles of incorporation 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 authorized, a director may not be removed 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 against such removal.
Section 3.11 Board of Director Vacancies.
--------------------------------------------
Unless the articles of incorporation provide otherwise, if a vacancy
occurs on the board of directors, including a vacancy resulting from an
increase in the number of directors, the shareholders may fill the vacancy.
During such time that the shareholders fail or are unable to fill such
vacancies, then and until the shareholders act:
(a) the board of directors may fill the vacancy; or
(b) 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.
If two or more directors are elected by the same voting group, only
remaining directors elected by such voting group are entitled to vote to
fill the vacancy of a director elected by the voting group if it is filled
by directors.
A vacancy that will occur at a specific later date (by reason of
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.
13
</Page>
<PAGE>
<PAGE>
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
qualified or until there is a decrease in the number of directors.
Section 3.12 Director Compensation.
-------------------------------------
Unless otherwise provided in the articles of incorporation, 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 other capacity
and receiving compensation therefor.
Section 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 of
incorporation, the number required by section 3.7 of this Article III
to take action).
(c) Required Procedures. Sections 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 to shareholders;
(2) approve, or propose to shareholders, action that the 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 16-10a-1002 of
the Act or any section of like tenor as from time to time
amended;
(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
14 </Page>
<PAGE>
(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.
ARTICLE IV. OFFICERS
Section 4.1 Number of Officers.
-----------------------------------
The officers of the corporation shall be a president and a secretary,
both 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.
Section 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. If no term is
specified, such term shall continue until the first meeting of the
directors held after the next annual meeting of shareholders. If the
appointment of officers shall not be made at such meeting, such appointment
shall be made as soon thereafter as is convenient. Each officer shall hold
office until his successor shall have been duly appointed and shall
have qualified, until his death, or until he shall resign or shall have
been removed in the manner provided in section 4.3 of this Article IV.
Section 4.3 Removal of Officers.
------------------------------------
Any officer or agent may be removed by the board of directors or an
officer authorized to do so by the board of directors at any time either
before or after the expiration of the designated term, with or without
cause. Such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Neither the appointment of an officer nor
the designation of a specified term shall create any contract rights.
Section 4.4 Chairman.
------------------------
The board of directors may elect one of their members as chairman who,
if so elected, shall preside at all meetings of the board of directors and
shall be a member of the executive committee, if any. In the absences of a
chairman or if no chairman is elected, the president shall preside at
meetings of the board of directors.
Section 4.5 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. The president shall, when present, preside at all meetings of
the shareholders and of the board of directors, if the chairman of the
board is not present. The president 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 arising in the normal
course of business of the corporation and such other instruments as may be
authorized by the board of directors, except in cases where the signing and
15
</Page>
<PAGE>
<PAGE>
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.
Section 4.6 Vice-Presidents.
--------------------------------
If appointed, in the event of the president s death or inability to
act, the vice-president (or in the event there be more than one
vice-president, the executive vice-president or, in the absence of any
designation, the senior vice-president 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. A vice-president, if any, may sign, with the secretary or an
assistant secretary, certificates for shares of the corporation the
issuance of which has 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.
Section 4.7 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 shareholders;
(f) sign with the president, or a vice-president, certificates for shares
of the corporation, the issuance of which has 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 may be
assigned to him by the president or by the board of directors.
Section 4.8 Treasurer.
--------------------------
The treasurer, if any, and in the absence thereof, the secretary
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 depositories 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.
Section 4.9 Assistant Secretaries and Assistant Treasurers.
---------------------------------------------------------------
Any assistant secretary, 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 has been authorized by a resolution
of the board of directors. Any assistant treasurer shall, if required by
the board of directors, give bonds for the faithful discharge of his duties
in such sums and with such sureties as the board of directors shall
determine. Any assistant secretary or assistant treasurer, in general,
16
</Page>
<PAGE>
<PAGE>
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.
Section 4.10 Salaries.
-------------------------
The salaries of the officers shall be fixed from time to time by the
board of directors or by a duly authorized officer.
ARTICLE V. INDEMNIFICATION
Section 5.1 Indemnification of Directors.
---------------------------------------------
The corporation shall indemnify any individual made a party to a
proceeding because such individual was a director of the corporation to the
extent permitted by and in accordance with section 16-10a-901, et seq. of
the Act or any amendments of successor sections of like tenor.
Section 5.2 Advance Expenses for Directors.
----------------------------------------------
To the extent permitted by section 16-10a-904 of the Act or any
section of like tenor as amended from time to time, the corporation may 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:
(a) the director furnishes the corporation a written
affirmation of his good faith belief that he has met the standard of
conduct described in the Act;
(b) the director furnishes the corporation a written
undertaking, executed personally or on his behalf, to repay advances
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 to financial ability to make repayment); and
(c) a determination is made that the facts then known to those
making the determination would not preclude indemnification under
section 5.1 of this Article V or section 16-10a-901 through section
16-10a-909 of the Act or similar sections of like tenor as from time
to time amended.
Section 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 authorize the corporation to indemnify and advance
expenses to any officer, employee, or agent of the corporation who is not a
director of the corporation, to the extent permitted by the Act.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 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 the state
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
17
</Page>
<PAGE>
or an assistant secretary and may be sealed 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 without charge on request in writing.
(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.
Section 6.2 Shares Without Certificates.
--------------------------------------------
(a) Issuing Shares Without Certificates. Unless the articles
of incorporation provide otherwise, the board of directors may
authorize the issuance 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) Written Statement Required. Within a reasonable time
after the issuance 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 laws of the state of Utah;
(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 variation in rights,
preferences, and limitations determined for each series (and the
authority of the board of directors to determine variations for future
series). Alternatively, each written statement may state conspicuously
that the corporation will furnish the shareholder this information
without charge on request in writing.
18
</Page>
<PAGE>
<PAGE>
Section 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 record owner of such shares on the books of the
corporation shall be deemed by the corporation to be the owner thereof for
all purposes.
Section 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 is
authorized:
(a) to maintain the corporation's status when it is dependent
on the number or identity of its shareholders;
(b) to preserve entitlements, benefits, or exemptions under
federal, state, or local law; and
(c) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of shares
may:
(a) obligate the shareholder first to offer the corporation or
other persons (separately, consecutively, or simultaneously) an
opportunity to acquire the restricted shares;
(b) obligate the corporation or other persons (separately,
consecutively, or simultaneously) to acquire the restricted shares;
(c) require the corporation, the holders of any class of its
shares, or another person to approve the transfer of the restricted
shares, if the requirement is not manifestly unreasonable; and
(d) 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 6.4 and such person has
knowledge of the restriction or its existence is noted conspicuously on the
front or back of the certificate or is contained in the written statement
required by section 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.
Section 6.5 Acquisition of Shares.
---------------------------------------
19
</Page>
<PAGE>
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 reissuance of acquired
shares, the number of authorized shares is reduced by the number of shares
acquired by the corporation, effective upon amendment of the articles of
incorporation, which amendment may be adopted by the shareholders or the
board of directors without shareholder action. The articles of amendment
must be delivered to the Utah Division of Corporations and Commercial Code
for filing and must set forth:
(a) the name of the corporation;
(b) the reduction in the number of authorized shares, itemized by
class and series;
(c) the total number of authorized shares, itemized by class
and series, remaining after reduction of the shares; and
(d) if applicable, a statement that the amendment was adopted
by the board of directors without shareholder action and that
shareholder action was not required.
ARTICLE VII. DISTRIBUTIONS
The corporation may make distributions (including dividends on its
outstanding shares) as authorized by the board of directors and in the
manner and upon the terms and conditions provided by law and in the
corporation's articles of incorporation.
ARTICLE VIII. CORPORATE SEAL
The board of directors may provide for a corporate seal which may have
inscribed thereon any designation including the name of the corporation,
Utah as the state of incorporation, and the words "Corporate Seal."
ARTICLE IX. DIRECTORS CONFLICTING INTEREST TRANSACTIONS
A director's conflicting interest transaction may not be enjoined, be
set aside, or give rise to an award of damages or other sanctions, in a
proceeding by a shareholder or by or in the right of the corporation,
solely because the director, or any person with whom or which the director
has a personal, economic, or other association, has an interest in the
transaction, if:
(a) directors' action respecting the transaction was at any
time taken in compliance with section 16-10a-852 of the Act or any
section of like tenor as amended from time to time;
(b) shareholders' action respecting the transaction was at any
time taken in compliance with section 16-10a-853 of the Act or any
section of like tenor as amended from time to time; or
(c) the transaction, judged according to the circumstances at
the time of commitment, is established to have been fair to the
corporation.
ARTICLE X. AMENDMENTS
The corporation's board of directors may amend or repeal the
corporation's bylaws unless:
20
</Page>
<PAGE>
<PAGE>
(a) the Act or the articles of incorporation reserve this
power exclusively to the shareholders in whole or part; or
(b) 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
(c) the bylaw either establishes, amends, or deletes, a
supermajority shareholder quorum or voting requirement (as defined in
Article II, section 2.9).
Any amendment which changes the voting or quorum requirement for the
board must comply with Article III, section 3.8, and for the shareholders,
must comply with Article II, section 2.9.
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 XI. FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
board of directors in consultation with the financial and tax advisors of
the corporation.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that such person is the secretary
of Almur Cosmetics, Inc., a corporation duly organized and existing under
and by virtue of the laws of the state of Utah; that the
DATED this___ day of____________ 1995.
/s/
----------------------------
Secretary
21
</Page>
