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Exhibit 3.04
BY-LAWS
OF
Hi-Tech Ventures, Inc.
OFFICES
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Section 1. The principal office of the Corporation shall be located at
2522 Alice Drive, West Jordan, Utah 84084. The Corporation may have such
other office, 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 Delaware
Business Corporation Act to be maintained in the State of Delaware may be, but
need not be, identical with the principal offices in the State of Utah, and
the address of the registered office may be changed, from time to time, by
the Board of Directors.
ARTICLE II
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STOCKHOLDERS
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Section 1. Annual Meeting. The annual meeting of stockholders
shall be held at the principal office of the Corporation at 2522 Alice Drive,
West Jordan, Utah 84084 or at such other places on the third Friday of June or
at such other times as the Board of Directors may, from time to time,
determine. If the day so designated falls upon a legal holiday then the
meeting shall be held upon the first business day thereafter. The Secretary
shall serve personally or by mail a written notice thereof, not less than ten
(10) nor more than fifty (50) days previous to such meeting, addressed to each
stockholder at his address as it appears on the stock book; but at any meeting
at which all stockholders not present have waived notice in writing, the
giving of notice as above required may be dispensed with.
Section 2. Special Meetings. Special meeting of stockholders
other than those regulated by statute, may be called at any time by a majority
of the Directors. Notice of such meeting stating the place, day and hour and
the purpose for which it is called, shall be served personally or by mail, not
less than ten (10) days before the date set for such meeting. If mailed, it
shall be directed to a stockholder at his address as it appears on the stock
book; but at any meeting at which all stockholders not present have waived
notice in writing, the giving of notice as above described may be dispensed
with. The Board of Directors shall also, in like manner, call a special
meeting of stockholders whenever so requested in writing by stockholders
representing not less than ten percent (10%) of the capital stock of the
Corporation entitled to vote at the meeting. The President may in his
direction call a special meeting of stockholders upon ten (10) days notice.
Section 3. Closing of Transfer Books or Fixing of Record Date.
For the purpose of determining stockholders entitled to receive notice of or
to vote at any meeting of stockholders or any adjournment thereof, or
stockholders entitled to receive payment of any dividend; or in order to make
a determination of stockholders for nay other proper purpose, the Board of
Directors of the corporation may provide that the stock transfer books shall
be closed for at least ten (10) 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 stockholders,
such date in any case to be not more than thirty (30) days, and in case of a
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meeting of stockholders, not less than ten (10) days prior to the date on
which the particular action, requiring such determination of stockholders, is
to be taken. If the stock transfer books are not closed, and no record date
is fixed for the determination of stockholders entitled to receive notice of
or to vote at a meeting of stockholders, or stockholders 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 adopted, as the case may be, shall be the record date for such
determination as to stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
Section 4. Voting. At all meetings of the stockholder of record
having the right to vote, subject to the provisions of Section 3, each
stockholder of the Corporation is entitled to one (1) vote for each share of
stock having voting power standing in the name of such stockholder on the
books of the Corporation. Votes may be cast in person or by written
authorized proxy.
Section 5. Proxy. Each proxy must be executed in writing by the
stockholder of the Corporation or his duly authorized attorney. 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 the expiration of eleven (11)
months from the date of its execution unless it shall have specified therein
its duration.
Every proxy shall be revocable at the discretion of the person executing
it or of his personal representatives or assigns.
Section 6. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by such officer, agent or proxy
as 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 tending 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.
Share standing in the name of a receiver may be bored by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the Court by which such receiver was
appointed.
A stockholder 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.
Share of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
Section 7. Election of Directors. At each election for Directors,
every stockholder entitled to vote at such election shall have the right to
vote, in person or by proxy, the number of shares owned by him.
Section 8. 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 the stockholders.
If a quorum shall not be present or represented, the stockholders
entitled to vote thereat, present in person or by proxy, shall have the power
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to adjourn the meeting, from time to time, until a quorum shall be present or
represented. At such rescheduled meeting at which a quorum specified item of
business may be transacted which might have been transacted at the meeting as
originally notified.
The number of votes or consents of the holders of any class of stock
having voting power which shall be necessary for the transaction of any
business or any specified item of business at any meeting of stockholders, or
the giving of any consent, shall be a majority of the Corporation entitled to
vote, represented in person or by proxy.
Section 9. Informal Action by Stockholders. Any action required to
be taken at a meeting of the stockholders, or any other action which may be
taken at a meeting of the stockholders, may be taken at a meeting if a consent
in writing setting forth the action so taken shall be signed by all of the
stockholders entitled to vote with respect to the subject matter thereof.
ARTICLE III
DIRECTORS
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Section 1. Number. The affairs and business of this Corporation
shall be managed by a Board of Directors. The first Board of Directors shall
consist of there (3) members. Thereafter the number of directors may be
increased to not more than nine (9) by resolution of the Board of Directors.
Directors need not be residents of the State of Utah and need not be
stockholders of the Corporation.
Section 2. Election. The Directors shall be elected at each annual
meeting of the stockholders, but if any such annual meeting is not held, or
the Directors are not elected thereat, the Directors may be elected at any
special meeting of the stockholders held for that purpose.
Section 3. Term of Office. The term of office of each of the
Directors shall be one (1) year, which shall continue until his successor has
been elected and qualified.
Section 4. Duties. The Board of Directors shall have the control and
general management of the affairs and business of the Corporation. Such
Directors shall in all cases act as a Board, except as herein provided in
Section 1, regularly convened, by a majority, and may adopt such rules and
regulations for the conduct of meetings and the management of the Corporation,
as may be deemed proper, so long as it is not inconsistent with these Bylaws
and the Laws of the State of Utah.
Section 5. Directors' Meetings. Regular meetings of the Board of
Directors shall be held immediately following the annual meeting of the
stockholders, and at such other time and places as the Board of Directors may
determine. Special meetings of the Board of Directors may be called by the
President or the Secretary upon the written request of two (2) Directors.
Section 6. Notice of Meetings. Notice of meetings other than the
regular annual meeting shall be given by service upon each Director in person,
or by mailing to hm at his last known address, at least three (3) days before
the date therein designated for such meeting, including the day of mailing, of
a written or printed notice thereof specifying the time and place of such
meeting, and the business to be brought before the meeting, and no business
other than that specified in such notice shall be transacted at any special
meeting. At any Directors' meeting at which a quorum of the Board of
Directors shall be present (although held without notice), any and all
business may be transacted which might have been transacted if the meeting had
been duly called if a quorum of the Directors waive or are willing to waive
the notice requirements of such meeting.
Any Directors may waive notice of any meeting under the provisions of
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Article XII. 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 convened or called.
Section 7. Voting. At all meetings of the Board of Directors, each
Director is to have one (1) vote. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors.
Section 8. Vacancies. Vacancies in the board occurring between
annual meetings shall be filled for the unexpired portion of the term by a
majority of remaining Directors.
Section 9. Removal of directors. Any one or more of the Directors
may be removed, with or without cause, at any time, by a vote of the
stockholders holding a majority of the stock, at any special meeting called
for that purpose.
Section 10. Quorum. The number of Directors who shall be present at
any meeting of the board of directors in order to constitute a quorum for the
transaction of any business or any specified item of business shall be a
majority.
The number of votes of directors that shall be necessary for the
transaction of any business of any business of any specified item of business
at any meeting of the Board of Directors shall be a majority.
If a quorum shall not be present at any meeting of the board of
Directors, those present may adjourn the meeting, from time to time, until a
quorum shall be present.
Section 11. Executive Committee. By resolution of the Board of
Directors and at their option, the Directors may designate an Executive
Committee which includes at least three (3) Directors, to manage and direct
the daily affairs of the Corporation. Said Executive Committee shall have and
may exercise all of the authority that is vested in the Board of Directors
were regularly convened, except that the Executive Committee shall not have
authority to amend these By-Laws.
At all meetings of the Executive Committee, each member of said committee
shall have one (1) vote and the act of a majority of the members present as a
meeting at which a quorum is present shall be the act of the Executive
Committee.
The number of Executive Committee members who shall be present at any
meeting of the Executive Committee in order to constitute a quorum for the
transaction of business or any specified item of business shall be a majority.
The number of votes of Executive Committee members that shall be
necessary for the transaction of any business or any specified item of
business at any meeting of the Executive Committee shall be a majority.
Section 12. Compensation. By resolution of the Board of Directors,
the Directors may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors or each may be paid a stated salary as
Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 13. 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 is 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.
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ARTICLE IV
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OFFICERS
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Section 1. Number. The officers of the Corporation shall be:
President, Vice-President, Secretary, and Treasurer, and such assistant
Secretaries as the President shall determine. An officer may hold more than
one (1) office.
Section 2. Election. All officers of the Corporation shall be
elected annually by the Board of Directors at its meeting held immediately
following the meeting of stockholders, and shall hold office for the term of
one (1) year or until their successors are duly elected. Officers need not be
members of the Board of Directors.
The Board may appoint such other officers, agents and employees as it
shall deem necessary who shall have such authority and shall perform such
duties as, form time to time, shall be prescribed by the Board.
Section 3. Duties of Officers. The duties and powers of the officers
of the Corporation shall be as follows:
PRESIDENT
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The President shall, when present, preside at all meetings of the
stockholders and Directors. He shall present at each annual meeting of the
stockholders and Directors, a report of the condition of the business of the
Corporation. He shall cause to be called regular and special meetings of the
stockholders and Directors in accordance with these Bylaws. He shall appoint
and remove, employ and discharge, and fix the compensation of all agents,
employees, and clerks of the corporation other than the duly appointed
officers, subject to the approval of the Board of Directors. He shall sign
and make all contracts and agreements in the name of the Corporation, subject
to the approval of the Board of Directors. He shall see that the books,
reports, statements and certificates required by the statutes are properly
kept, made and filed according to law. He shall sign all certificates of
stock, notes, drafts, or bills of exchange, warrants or other orders for the
payment of money duly drawn by the Treasurer; and he shall enforce these By-
Laws and perform all the duties incident to the position and office, and which
are required by law.
VICE PRESIDENT
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During the absence or inability of the President to render and perform
his duties or exercise his powers, as set forth in these Bylaws or in the acts
under which the Corporation is organized, the same shall be performed and
exercised by the Vice-President; and when so acting, he shall have all the
powers and be subject to all the responsibilities hereby given to or imposed
upon such President.
SECRETARY
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The Secretary shall keep the minutes of the meetings of the Board of
Directors and of the stockholders in appropriate books provided for that
purpose. He shall give and serve all notices of the Corporation. He shall be
custodian of the records and of the corporate seal and affix the latter when
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required. He shall keep the stock and transfer books in the manner prescribed
By-Laws, so as to show at all times the amount of capital stock issued and
outstanding; the manner and the time compensation for the same was paid; the
names of the owners thereof, alphabetically arranged; the number of shares
owned by each; the time at which each person became such owner; and the amount
paid thereon; and keep such stock and transfer books open daily during the
business hours of the office of the corporation, subject to the inspection of
any stockholder of the corporation, and permit such stockholder to make
extracts from said books to the extent prescribed by law. He shall sign all
certificates stock. He shall present to the Board of Directors a their stated
meetings all communications addressed to him officially by the President or
any officer or stockholder of the Corporation; and he shall attend to all
correspondence and perform all the duties incident to the office of Secretary.
TREASURER
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The Treasurer shall have the care and custody of and be responsible for
all the funds and securities of the Corporation, and deposit all such funds in
the name of the Corporation in such bank or banks, trust company or trust
companies or safe deposit vaults as the Board of Directors may designate. He
shall exhibit at all reasonable times his books and accounts to any Director
or stockholder of the Corporation upon application at the office of the
Corporation during business hours. He shall render a statement of the
conditions of the finances of the Corporation at each regular meeting of the
board of Directors, and at such other times as shall be required of him, and a
full financial report at the annual meeting of the Stockholders. He shall
keep, at the office of the Corporation, correct books of account of all its
business and transactions and such other books of account as the Board of
Directors may require. He shall do and perform all duties appertaining to the
office of Treasurer. The Treasurer shall, if required by the Board of
Directors, give to the Corporation such security or bond for the Faithful
discharge of his duties as the Board may direct. He shall perform such other
duties as from time to time may be assigned to him by the President or by the
Directors.
Section 4. Bond. The Treasurer shall, if required by the Board of
Directors, give to the Corporation such security for the faithful discharge of
his duties as the board my direct.
Section 5. Vacancies, How Filled. All vacancies in any office shall
be filled by the Board of Directors without undue delay, either at its regular
meeting or at a meeting specifically called for that purpose. In the case of
the absence of any officer of the Corporation or for any reason that the Board
of Directors may deem sufficient, the Board my, except as specifically
otherwise provided in these By-laws, delegate the power or duties of such
officers to any other officer or Director for the time being; provided, a
majority of the entire Board concur therein.
Section 6. Compensation of Officers. The officers shall receive such
salary or compensation as may be determined by the Board of Directors.
Section 7. Removal of Officers. The Board of directors may remove
any officer, by a majority vote, at any time with or without cause.
ARTICLE V
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CERTIFICATES OF STOCK
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Section 1. Description of Stock Certificates. The certificates of
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stock representing shares shall be in such form as shall be determined by lthe
Directors and shall be numbered and registered in the order in which they are
issued. They shall be bound in a book and shall be issued in consecutive
order therefrom, and in the margin thereof shall be entered the name of the
person owning the shares therein represented, with the number of shares and
the date thereof. Such certificates shall exhibit the holder's name, number
of shares and date of issue. They shall be signed by the President or Vice-
President, and countersigned by the Secretary or Treasurer and sealed with the
Seal of the Corporation.
Section 2. Transfer of Stock. The stock of the Corporation shall be
assignable and transferable on the books of the Corporation only by the person
in whose name it appears on said books, his legal representatives or by his
duly authorized agent. In case of transfer by attorney, the power of
attorney, duly executed and acknowledged, shall be deposited with the
secretary. In all cases of transfer, the former certificate must be
surrendered up and canceled before a new certificate may be issued. No
transfer shall be made upon the books of the corporation within ten (10) days
next preceding the annual meeting of the stockholders.
Section 3. Lost Certificates. If a stockholder shall claim to have
lost or destroyed a certificate or certificates of stock issued by the
Corporation, the Board of Directors may, at its discretion, direct a new
certificate or certificates to be issued, upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be lost or
destroyed, and upon the deposit of a bond or other indemnity in such form and
with such securities if any that the Board may require.
ARTICLE VI
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SEAL
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Section 1. Seal. The seal of the Corporation shall be as follows:
ARTICLE VII
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DIVIDENDS
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Section 1. When Declared. The Board of Directors shall by vote
declare dividends from the surplus profits of the Corporation whenever, in
their opinion, the condition of the Corporation's affairs will render it
expedient for such dividends to be declared.
Section 2. Reserve. The Board of Directors may set aside, out of the
net profits of the Corporation available for dividends, such sum or sums
(before payment of any dividends) as the Board, in their absolute discretion,
think proper as a reserved fund, to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Directors shall think conducive to the interest
of lthe Corporation, and they may abolish or modify any such reserve in the
manner which it was created.
ARTICLE VIII
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INDEMNIFICATION
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Section 1. Any person made a party to or involved in any civil,
criminal or administrative action, suit or proceeding by reason of the fact
that he or his testator or intestate is or was corporation which he, the
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testator, or intestate served as such at the request of the Corporation, shall
be indemnified by the Corporation against expenses reasonably incurred by him
or imposed on him in connection with or resulting from the defense of such
action, suit, or proceeding and in connection with or resulting from any
appeal thereon, except with respect to matters as to which it is adjudged in
such action, suit or proceeding that such officer, Director, or employee was
liable to the Corporation, or to such other corporation, for negligence of
misconduct in the performance of his duty. As used herein the term expense
shall include all obligations incurred by such person for the payment of
money, including without limitation, attorney's fees, judgments, awards,
fines, penalties, and amounts paid in satisfaction of judgment or in
settlement of any such action, suite, or proceedings, except amounts paid to
the Corporation or such other corporation by him.
A judgment or conviction whether based on please of guilty or none
contendere or its equivalent, or after trial, shall not of itself be deemed an
adjudication that such Director, officer or employee is liable to the
Corporation, or such other corporation, for negligence of misconduct in the
performance of his duties. Determination of the rights of such
indemnification and the amount thereof may be made at the option of the person
to be indemnified pursuant to procedure set forth, form time to time, in the
By-laws or by any of the following procedures:
a) order of the Court or administrative body or agency having
jurisdiction on the action, suit, or proceeding
b) resolution adopted by a majority of the quorum of the Board of
Directors of the Corporation without counting in such majority any Directors
who have incurred expenses in connection with such action, suit or proceeding
c) if there is no quorum of Directors who have not incurred expense in
connection with such action, suit, or proceeding, then by resolution adopted
by a majority of the committee of stockholders and Directors who have not
incurred such expenses appointed by the Board of Directors
d) resolution adopted by a majority of the quorum of the Directors
entitled to vote at any meeting; or
e) order of any Court having jurisdiction over the Corporation.
Any such determination that a payment by way of indemnification should be
made will be binding upon the Corporation. Such right of indemnification
shall not be exclusive of any other right which such Directors, officers and
employees of the Corporation and other person above mentioned may have or
hereafter acquire, and without limiting the generality of such statement, the
shall be entitled to their respective rights of indemnification under any By-
law, Agreement, vote of stockholders, provision of law, or otherwise in
addition to their rights under this Article. The provisions of this Article
shall apply to any member of any committee appointed by the Board of Directors
as fully as though each person had been Director, officer or employee of the
Corporation.
ARTICLE X
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AMENDMENTS
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Section 1. How Amended. These By-laws may be altered, amended,
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repealed or added to by the vote of the Board of Directors of the Corporation
at any regular meeting of said Board, or at a special meeting of Directors
called for that purpose, provided a quorum of the Directors as provided by law
and by the Articles of Incorporation, are present at such regular meeting or
special meeting. These By-laws and amendments thereto and new By-laws added
by the Directors may be amended, altered or replaced by the stockholders at
any annual or special meeting of the stockholders.
ARTICLE XI
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FISCAL YEAR
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Section 1. Fiscal Year. The fiscal year shall begin January 1 and
end December 31.
ARTICLE XII
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WAIVER OF NOTICE
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Section 1. Whenever any notice is required to be given to any
shareholders or Directors of the Corporation under the provisions of these By-
laws or under the Articles of Incorporation 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 of after the time state
therein, shall be deemed equivalent to the giving of such notice.
ADOPTED this 29th day of June, 1989.
HI-TECH VENTURES, INC.
a Delaware Corporation
By: /S/C. Eugene Gronning, President
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of
Hi-Tech Ventures, Inc., a Delaware corporation; and
2. That the foregoing By-Laws, comprising 19 pages,
constitute the By-Laws of said Corporation as duly adopted at a
meeting of the Board of Directors thereof duly held on the
29th day of June, 1989.
/S/Marsha Gronning, Secretary
(Seal)
