<PAGE> 1
EXHIBIT 3.02
BYLAWS OF
UBETIGOLF, INC.
ARTICLE I
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.
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 Meetings. Special meetings of the
shareholders, for any purpose or purposes described in the meeting notice, may
be called by the president or by the board of directors and shall be called by
the president at the request of the holders of not less than one- tenth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.
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
<PAGE>
<PAGE> 2
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 2.5 of this Article II) 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.
(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
<PAGE>
<PAGE> 3
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 II, section 2.12), the date the first shareholder signs a consent; and
(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 II,
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 2.18 of this Article II
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.
<PAGE>
<PAGE> 4
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 II, 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 II, or the Act require a greater number of affirmative votes.
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
<PAGE>
<PAGE> 5
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.
(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
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.
<PAGE>
<PAGE> 6
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 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 II, 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 Election of Directors. 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. 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.
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
<PAGE>
<PAGE> 7
(b) by any shareholder of record of the corporation who is entitled to vote
with respect thereto. 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 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 and 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 2.18 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 2.19 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.
ARTICLE III
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
<PAGE>
<PAGE> 8
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.
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
<PAGE>
<PAGE> 9
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
the Board of Directors. 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:
(1)if originally adopted by the shareholders, only by the shareholders (unless
otherwise provided by the shareholders); or
(2)if originally adopted by the board of directors, either by the shareholders
or by the board of directors.
A bylaw adopted or amended by the shareholders that fixes a supermajority
quorum or supermajority voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the board of directors.
Subject to the provisions of the preceding paragraph, action by the board of
directors to adopt, amend, or repeal a bylaw that changes the quorum or voting
requirement for the board of directors must meet the same quorum requirement
and be adopted by the same vote required to take action under the quorum and
voting requirement then in effect or proposed to be adopted, whichever is
greater.
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
<PAGE>
<PAGE> 10
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:
(1)the board of directors may fill the vacancy; or
(2)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.
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;
<PAGE>
<PAGE> 11
(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
(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. There shall be at least one officer of the
corporation, a president, who 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 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 execution
<PAGE>
<PAGE> 12
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 4.5 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 4.6 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 4.7 Treasurer. The treasurer, if any, and in the absence thereof of
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 4.8 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, 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 4.9 Salaries. The salaries of the officers shall be fixed from time
to time by the board of directors or by a duly authorized officer.
<PAGE>
<PAGE> 13
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES
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 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.
<PAGE>
<PAGE> 14
(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.
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;
<PAGE>
<PAGE> 15
(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. 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.
<PAGE>
<PAGE> 16
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:
(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 SOLE DIRECTOR AND SHAREHOLDER
The undersigned does hereby certify that such person is the sole director and
shareholder of the UBetIGolf, Inc., a corporation duly organized and existing
under and by virtue of the laws of the State of Utah; that the above and
<PAGE>
<PAGE> 17
foregoing bylaws of said corporation were duly and regularly adopted by such
person pursuant to the provisions of Utah revised Business Corporations Act
section 16-10a-206, and that the above and foregoing bylaws are now in full
force and effect and supersede and replace any prior bylaws of the
corporation.
DATED THIS ___________DAY OF MAY, 2000.
_________________________
Burke T. Maxfield, Director
