BY-LAWS
OF
PROLOGUE
The principal office of the corporation in the State of
Utah shall be located in Salt Lake City, Utah. 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 registered office of the Corporation required by
the Utah Business Corporation Act to be maintained in the
State of Utah may be, but need not be, identical with the
principal office in the State of Utah, and the address of
the registered may be changed from time to time by the Board
of Directors.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the
shareholders shall be held on such date and at such time
as the Board of Directors shall determine which is within
90 days after the end of the year, beginning with the year
next following the year of its incorporation, for the purpose
of electing Directors and for the transaction of such
other business as may come before the meeting. The day
fixed for the annual meeting shall not be a legal
holiday in the State of Utah. If the election of Directors
shall not be held on the day designated herein or any
annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to
be held at a special meeting of the shareholders as
soon thereafter as conveniently may be.
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Section 2. Special Meetings. Special meetings for the
shareholders, for any purpose of purposes, unless otherwise
prescribed by statute, 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 shares of the Corporation
entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of
Utah, as the place of meeting for any annual meeting or for
any special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote
at a meeting may designate any place either within or
without the State of Utah, as the place for the holding
of such meeting. If no designation is made, or if a special
meeting by otherwise called, the place of meeting shall
be the principal office of the corporation in the State of
Utah.
Section 4. Notice of Meeting. Written notice stating the
place, day and hour of the meeting and, in case of a special
meeting, the purpose of purposes for which the meeting is called,
shall, unless otherwise prescribed by statute, be delivered no
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 persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed,
such
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notice shall be deemed to be delivered when deposited in
the United States mail, addressed to the shareholder at
his address as it appears on the stock transfer books of
the corporation, with postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record
Date. For the purpose of determining shareholders entitled
to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a
determination of shareholders for any other proper
purpose, the Board of Directors of the corporation
may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any
case, fifty days. If the stock transfer books shall
be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten
days immediately preceding such meeting. In
lieu of closing the stock transfer books, the Board of
Directors may fix, in advance, a date as the record date
for any such determination of shareholders, such date in any
case to be not more than fifty days and, in case of a
meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring
such determination of shareholders, is to be taken. If
the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend,
the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of directors
declaring such dividend is
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adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.
Section 6. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the
corporation shall make a complete list of the shareholders
entitled to vote at each meeting of shareholders or
any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each.
Such list shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection
of any shareholder during the whole time of the meeting for
the purposes thereof.
Section 7. Quorum. 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
shareholders. If less than a majority 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 noticed. The shareholders
present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
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withdrawal of enough shareholders to leave less than a
quorum.
Section 8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or 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 before or at the time of the
meeting. No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the
proxy.
Section 9. Voting of Shares. Subject to the provisions of
the Articles of Incorporation, each outstanding share entitled
to vote shall be entitle to one vote upon each matter submitted
to a vote at a meeting of shareholders.
Section 10. Voting of Shares by Certain Holders. Shares
outstanding in the name of another corporation may be
voted by such officer, agent or proxy and the by-laws of
such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may
determine.
Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name.
Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of
such shares into his name.
Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control
of a receiver may be voted by such
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receiver without the transfer thereof into his name if
authority so to do contained in an appropriate order
of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee
shall be entitled to vote the shares so transferred.
Neither shares of its own stock held by the corporation,
nor those 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.
Section 11. Informal Action by Shareholders. Any action
required to be taken at a meeting of the shareholders, or
any action which may be taken at a meeting of the
shareholders, may be taken without a meeting if a 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
Section 1. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number
of directors of the corporation shall be not less than
three (3) or more than nine (9) as
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determined, from time to time, by the Board of Directors.
The number of original directors shall be as set forth
in the Articles of Incorporation. Each Director shall
hold office until the next annual meeting of shareholders
and until his successor shall have been elected and
qualified. Directors need not be residents of the State of
Utah or shareholders of the corporation.
Section 3. Regular Meetings. A regular meeting of the
Board of Directors shall be called without other notice
than this by-law 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, either
within or without the State of Utah, for the holding of
additional regular meetings without other notice than such
resolution.
Section 4. Special Meetings. Special meetings of the Board
of 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 Board of Directors may fix any place,
either within or without the State of Utah, as the place for
holding any special meeting of the Board of Directors called
by them.
Section 5. Notice. Notice of any special meeting shall be
given at least two days previously thereto by written notice
delivered personally mailed to each Director at his business
address, or by telegram. 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
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notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any Director may
waive notice of any meeting. The attendance of a Director
at a meeting shall constitute a waiver of notice of such
meeting, except where a Director attends a meeting for
the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of
Directors need bespecified in the notice or waiver of notice
of such meeting.
Section 6. Quorum. A majority of the number of Directors
fixed by section of this Article III shall constitute a quorum
for the transaction of business at any meeting of the Board
of Directors, but if less than such majority is present at
a meeting, a majority of the Directors present may adjourn
the meeting from time to time without further notice.
Section 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 Board of Directors.
Any action which may be taken at a meeting of the directors
may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of
the directors.
Section 8. Vacancies. Any vacancy occurring in the Board
of Directors may be filled by the affirmative vote of a majority
of the remaining Directors though less than a quorum of the Board
of Directors. A Director elected to fill a
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vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by
election by the Board of Directors for a term of office
continuing only until the next election of Directors
by the shareholders.
Section 9. Compensation. 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
or both. No such payment shall preclude any Director from
serving the corporation in any other capacity and receiving
compensation therefor.
Section 10. Presumption of Assent. A Director of the
corporation who is present at a meeting of the Board
of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in 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.
ARTICLE IV. OFFICERS.
Section 1. Number. The officers of the corporation shall
be a president, or more Vice-Presidents (the number thereof
to be determined by the Board of Directors), a Secretary,
and a Treasurer, each of who shall be elected by the
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Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Any two or more
offices may be held by the same person, except the offices
of President and Secretary.
Section 2. Election and Term of Office. The officers of
the corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until
his death or until he shall resign or shall have been removed
in the manner hereinafter provided.
Section 3. Removal. Any officer or agent may be removed
by the Board of Directors whenever in its judgment, the best
interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of
anofficer or agent shall not of itself create contract rights.
Section 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise,
may be filled by the Board of Directors for the unexpired
portion of the term.
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Section 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. He
shall, when present, preside at all meeting of the
shareholders and of the Board of Directors. He may sign,
with the Secretary or any other proper officer of the
corporation thereunto authorized by the Board of
Directors, certificates for the shares of the corporation,
any deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed,
except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by
these ByLaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties
incident to the office of President and such other duties
as may be prescribed by the Board of Directors from time
to time.
Section 6. The Vice-Presidents. In the absence of the
President or in the event of his death, inability or refusal
to act, the Vice-President (or in the event there be more than
one Vice-President, the Vice-President in the order designated
at the time of their election, or in the absence of
any designation, then in the order of their election) shall
perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice-President may
sign, with
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the Secretary or an Assistant Secretary, certificates
for shares of the corporation; 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 7. The Secretary. The Secretary shall: (a) keep
the minutes of the proceedings of the shareholders and of
the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required
by law; (c) be custodian of the corporate records and of the
seal of the corporation and see that the seal of the corporation
is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d)
keep a register of the post office address of each
shareholder; (e) sign with the President, or a Vice-
President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution
of the Board of Directors; (f) have general charge of
the stock transfer books of the corporation; and (g) 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 8. The Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive and give receipts
for money due and payable to the corporation from any source
whatsoever, and deposit all such money in the name of
the corporation in such banks, trust companies or other
depositaries as shall be
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selected in accordance with the provisions of Article V of
these By-Laws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by
the President or by the 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 9. Assistant Secretaries and Assistant Treasurers.
The Assistant Secretaries, when authorized by the Board
of Directors, may sign with the President or a Vice-President
certificates for shares of the corporation the issuance of
which shall have been authorized by a resolution of the
Board of Directors. The Assistant Treasurers shall
respectively if required by the Board of Directors, give
bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general,
shall perform such duties as shall be assigned to them by the
Secretary or the Treasurer, respectively, or by the
president or the Board of Directors.
Section 10. Salaries. The salaries of the officers shall
be fixed from time to time by the Board of 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.
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ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of 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.
Section 2. Loans. No loans shall be contracted on behalf
of the corporationand no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the
Board of Directors. Such authority may be general or confined
to specific instances.
Section 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 of officers, agent or agents of
the corporation and in such manner as shall from time to time
be determined by resolution of the Board of Directors.
Section 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 depositaries as the Board of Directors may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates
representing shares of the corporation shall be in such form
as shall be determined by the Board of Directors. Such
certificates shall be signed by the President or a Vice-
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President and by the Secretary or an Assistant Secretary and
sealed with the corporate seal or a facsimile thereof.
The signatures of such officers upon a certificate may be
facsimile if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the
corporation itself or one of its employees. All
certificates for shares shall be consecutively numbered or
otherwise identified. 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. All
certificates surrendered to the corporation for transfer
shall be cancelled and no new certification 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 therefor upon such terms and
indemnity to the corporation as the Board of Directors
may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books
of the corporation by the holder of record thereof or by
his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on surrender
for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation shall be
deemed by the Corporation to be the owner thereof for all purposes.
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ARTICLE VII. FISCAL YEAR
The fiscal year of the Corporation shall begin on the first
day of January and end on the thirty-first day of December
in each year.
ARTICLE VIII. DIVIDENDS
The Board of Directors may, from time to time, declare the
Corporation may pay dividends on its outstanding shares in
the manner, and upon the terms and conditions provided by
law and its Articles of Incorporation.
ARTICLE IX. CORPORATE SEAL
The Board of Directors shall provide a corporate seal.
ARTICLE X. WAIVER OF NOTICE
Whenever notice is required to be given to any shareholder
or director of the Corporation under the provisions of
these By-Laws or under the provisions of the Articles of
Incorporation or under the provisions of the Utah Business
Corporation Act, a waiver thereof in writing signed by the
person or persons entitled 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 the Board of Directors at any
regular or special meeting of the Board of Directors.
ARTICLE XII. PROCEDURE FOR CONDUCTING MEETINGS
All shareholder and director meetings shall be conducted
in accordance with
the rules and procedures set forth in the most current
edition of Roberts' Rules of Order.
PROLOGUE:
By: /s/ Allen Avery
Allen Avery, President
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