BY-LAWS
OF
Kinship Communications, Inc.
----------------------------
ARTICLE I
OFFICES
-------
The corporation may maintain such offices, within or without the State
of Utah, as the Board of Directors may from time to time designate. The address
of the principal office of the corporation may be changed by the Board of
Directors.
ARTICLE II
SHAREHOLDERS
------------
Section 2.01 - Annual Meeting.
-----------------------------
The annual meeting of the shareholders shall be on the 1st day of June
of each year at 10:00 a.m., unless such day is a Sunday or Holiday, then on the
next business day beginning the first year after the year in which the Articles
of Incorporation are filed. The annual meeting shall be for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. The first Annual Meeting shall be in the year 2001.
Section 2.02 - Special Meetings.
-------------------------------
Special meetings of the shareholders may be called at any time by any
Director, the President, or in their absence or disability, by any
Vice-President, or by 15% or more of the shareholders.
Section 2.03 - 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 they may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
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Section 2.04 - Proxies.
-----------------------
At each meeting of the shareholders, each shareholder entitled to vote
shall be entitled to vote in person or by proxy; provided, however, that the
right to vote by proxy shall exist only in case the instrument authorizing such
proxy to act shall be executed in writing by the stockholder himself or by his
attorney in fact, personal representative, or guardian duly authorized in
writing. In the case of a business entity, the proxy shall be signed by its
Chief Executive Officer. The Company may, but is not required to, have such
officer produce a Resolution of the Shareholders' Governing Board authorizing
the actions of the officer. Such instrument authorizing a proxy to act shall be
delivered to the President of the corporation or to such other officer or person
who shall cast such vote at any shareholder meeting to which the proxy shall
apply. Proxies shall only be for the next scheduled meeting, unless the person
granting the proxy is thereafter disabled or declared incompetent, in which
event the proxy shall be effective during his period of incompetence or
disability.
ARTICLE III
BOARD OF DIRECTORS
------------------
Section 3.01 - General Powers.
-----------------------------
The property, affairs, and business of the corporation shall be
determined and managed by the Board of Directors. The Board of Directors may
exercise all the powers of the corporation whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of Incorporation or by these By-Laws, vested solely in the stockholders of the
corporation.
Section 3.02 - Number, Tenure and Qualifications.
------------------------------------------------
The Corporation shall initially have three (3) directors pursuant to
the provisions of the Utah Business Corporation Act, and the Articles of
Incorporation. The number of directors of the corporation may be expanded to any
odd number of directors upon the affirmative vote of two-thirds (2/3) or more of
the shareholders of the corporation. Each director shall hold office until the
next annual meeting of the shareholders and until his successor shall have been
elected and qualify. Directors need not be residents of the State of Utah or
shareholders of the corporation. A decrease in the number of the Board of
Directors may be had only upon a two- third (2/3) vote of all of the
shareholders and the number of the Directors to be so decreased shall be fixed
as an odd number only upon a two-thirds (2/3) vote of all of the shareholders of
the corporation. In all events, the minimum number of directors shall not be
decreased to less than three.
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Section 3.03 - Action Without Notice.
------------------------------------
The director or directors may hold meetings from time to time by waiver
of notice or by written action taken by unanimous consent without notice.
Section 3.04 - Special Meetings.
-------------------------------
Special meeting of the Board of Directors may be called by or at the
request of the President, Vice-President or by any director. 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 3.05 - Notice.
----------------------
Notice of any Directors Meeting shall be given at least five (5) days
previously thereto by written notice delivered personally or mailed to each
director at his business address, or by telegram or fax. If mailed, such notice
shall be deemed to be delivered three (3) days after deposited in the United
States Mail so addressed, with postage thereon prepaid. If notice be given by
telegram or fax, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company or at the time of any recorded fax
transmission. Any director may waive notice of any meeting.
Section 3.06 - Quorum.
----------------------
A majority shall constitute a quorum; but if less than a majority are
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
Section 3.07 - Manner of Acting.
--------------------------------
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, an individual
director shall have no power as such, unless there be a single director in which
event his signature as director shall be the act of the Board of Directors and
the Corporation without formal resolution or further authorization.
Section 3.08 - Vacancies and Newly Created Directorships.
--------------------------------------------------------
If there be more than one director and any vacancies shall occur in the
Board of Directors by reason of death, resignation or otherwise, or if the
authorized number of directors shall be increased, the directors then in office
shall continue to act and such vacancies or newly created directorships shall be
filled by a vote of the directors then in office, though less than a quorum. Any
director so appointed shall stand for election at the next annual meeting. Any
directorship to be filled by reason of the removal of one or more directors by
the shareholders may be filled by election of the shareholders at the meeting at
which the director or directors are removed. If there be a sole director, he
shall appoint another director.
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Thereafter, the two directors shall appoint additional directors to fill any
directorship where there is not a serving director until the next annual
meeting.
Section 3.09 - Sole Director.
----------------------------
If there is a sole director and he be rendered unable to act by death,
disability, or otherwise, and there be no appointment of an alternative director
by proxy, power of attorney, or testamentary instrument to act in his name, then
the administrator or guardian for such director may appoint a qualified attorney
at law to act as director for the corporation. Upon the failure of the guardian
or administrator to name a qualified attorney at law as a substitute director,
then the corporation shall be terminated in accordance with Utah Corporate law.
Section 3.10 - 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,
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefrom.
Section 3.11 - 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 or certified
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.
Section 3.12 - Resignations.
----------------------------
A director may resign at any time by delivering a written resignation
to either the President, a Vice-President, or the Secretary. The resignation
shall become effective on its acceptance by the Board of Directors provided that
if the Board has not acted therein within ten (10) days from the date presented,
resignation shall be deemed accepted on the date tendered.
Section 3.13 - Emergency Power.
------------------------------
If there be more than one director and when, due to a national disaster
or death, a majority of the Directors are incapacitated or otherwise unable to
attend the meetings and function as directors, the remaining members of the
Board of Directors shall have all the powers necessary to function as a complete
Board; and, for the purpose of doing business and filling vacancies, shall
constitute a quorum until such time as all Directors can attend or vacancies can
be filled pursuant to these By-Laws.
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Section 3.14 - Chairman.
------------------------
The Board of Directors may elect, but need not do so, from its own
number a Chairman of the Board who shall preside at all meeting of the Board of
Directors and shall perform such other duties as may be prescribed from time to
time by the Board of Directors.
ARTICLE IV
OFFICERS
--------
Section 4.01 - Number.
----------------------
The officers of the corporation shall be a President, one or more
Vice-Presidents, as shall be determined by resolution of the Board of Directors,
a Secretary and a Treasurer and such other officers as may be appointed by the
Board of Directors. The Board of Directors may elect, but shall not be required
to elect, a Chairman of the Board and the Board may appoint a General Manager.
More than one position may be held by one person.
Section 4.02 - Election, Term of Office and Qualifications.
----------------------------------------------------------
The officers shall be chosen by the Board of Directors annually at its
annual meeting. In the event of failure to choose officers at an annual meeting
of the Board of Directors, officers may be chosen at any regular of special
meeting of the Board of Directors. Each such officer (whether chosen at an
annual meeting of the Board of Directors to fill a vacancy or otherwise) shall
hold his office until the next ensuing annual meeting of the Board of Directors
and until his successor shall have been chosen and qualified, or until his
death, removal, or resignation in the manner provided in these By-Laws.
Section 4.03 - Resignations.
----------------------------
Any officer may resign at any time by delivering a written resignation
to the Board of Directors, the President or the Secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery.
Section 4.04 - Removal.
-----------------------
Any officer may be removed from office at an special meeting of the
Board of Directors called for that purpose, or at a regular meeting by the vote
of two-thirds (2/3) of the total authorized number of directors whenever, in its
judgment, the best interests of the corporation will be served thereby.
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Section 4.05 - Death or Disability of Single Officer.
----------------------------------------------------
When there is only a single officer for the Corporation and he shall
become deceased, disabled, or rendered incompetent in the judgment of a majority
of the Board of Directors, then the successor officer shall be the Director
appointed in accordance with Section 3.09, Supra.
Section 4.06 - Vacancies and Newly Created Offices.
--------------------------------------------------
If there be more than one officer and if any vacancy shall occur in any
office by reason of death, resignation, removal, disqualification or any other
cause, or if a new office shall be created, then such vacancies or newly created
offices may be filled by the Board of Directors at any regular or special
meeting. The references to officers in these By-Laws in the masculine gender is
for convenience only and shall include and mean "she" whenever a female is
appointed to such office. No office or position in the corporation is to be
limited by gender.
Section 4.07 - The President.
----------------------------
The President shall have the following powers and duties:
a. He shall be the chief executive officer of the corporation;
and, subject to the direction of the Board of Directors, shall
have general charge of the business, affairs and property of
the corporation and general supervision over the officers,
employees and agents.
b. If no Chairman of the Board has been chosen, or if such
officer is absent or disabled, he/she shall preside at
meetings of the stockholders and Board of Directors.
c. He shall be a member of any Executive Committee.
d. He shall be empowered to sign certificates representing stock
of the corporation, the issuance of which shall have been
authorized by the Board of Directors.
e. He shall have all powers and perform all duties incident to
the office of a President of a corporation and shall exercise
such other powers and perform such other duties as from time
to time may be assigned to him by the Board of Directors.
Section 4.08 - The Vice-President.
----------------------------------
The Board of Directors may, from time to time, designate and elect one
or more Vice- Presidents, one of whom may be designated to serve as Executive
Vice-President. Each Vice President shall have such powers and perform such
duties as from time to time may be assigned to him by the Board of Directors or
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the President. At the request of, or in the absence or disability of the
President, the Executive Vice-President, or, in the absence or disability of the
Executive Vice-President, the Vice President designated by the Board of
Directors or (in the absence of such designation by the Board of Directors) by
the President, the senior Vice- President, may perform all 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. Each Vice-President shall be empowered
to sign certificates representing stock of the corporation, the issuance of
which shall have been authorized by the Board of Directors.
Section 4.09 - The Secretary.
----------------------------
The Secretary shall have the following powers and duties:
a. He shall keep or cause to be kept a record of all of the
proceedings of the meetings of the stockholders and of the
Board of Directors in books provided for that purpose.
b. He shall cause all notices to be duly given in accordance with
the provisions of these By-Laws and as required by statute.
c. He shall be the custodian of the records and of seal of the
corporation, and cause such seal (or a facsimile thereof) to
be affixed to all certificates representing stock of the
corporation prior to the issuance thereof and to all
instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in
accordance with these By-Laws, and when so affixed he may
attest the same.
d. He shall see that the books, reports, statements,
certificates, and other documents and records required by
statute be properly kept and filed.
e. He shall have charge of the stock books of the corporation and
cause the stock and transfer books to be kept in such manner
as to show at any time the amount of the stock of the
corporation of each class issued and outstanding.
f. He may be empowered to sign certificates representing stock of
the corporation, the issuance of which shall have been
authorized by the Board of Directors.
g. He shall perform in general all duties incident to the office
of Secretary and such other duties as are given to him by
these By-Laws or as from time to time may be assigned to him
by the Board of Directors or the President.
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Section 4.10 - Assistant Secretary.
----------------------------------
It is intended that there may be appointed one or more Assistant
Secretaries who may discharge all functions of the office of Secretary and sign
as the Secretary upon express direction of the Secretary or the Board of
Directors.
Section 4.11 - The Treasurer.
----------------------------
The Treasurer shall have the following powers and duties:
a. He shall have charge and supervision over and be responsible
for the monies, securities, receipts and disbursements of the
corporation.
b. He shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of
the corporation in such banks or trust companies or with such
bankers or other depositories as shall be selected in
accordance with Section 5.03 hereof.
c. He shall cause the monies of the corporation to be disbursed
by checks or drafts (signed as provided in Section 5.04
hereof) and the authorized depositories of the corporation,
and cause to be taken and preserved proper vouchers for all
monies disbursed.
d. He shall render to the Board of Directors or the President
whenever requested a statement of the financial condition of
the corporation and of all his transaction as Treasurer and
render a full financial report at the annual meeting of the
stockholders, if called upon to do so.
e. He shall cause to be kept correct books of account of all the
business and transactions of the corporation and exhibit such
books to any director upon request during business hours.
f. He shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements
giving such information as he may desire with respect to any
and all financial transactions of the corporation.
g. He shall be empowered to sign certificates representing stock
of the corporation, the issuance of which shall have been
authorized by the Board of Directors or the President.
Section 4.12 - General Manager.
------------------------------
A General Manager may act for and with the consent of the President in
making day-to- day decisions not requiring the rendering of professional
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services and discharging all duties delegated by the President or any
Vice-President acting as the Chief Executive Officer, but may not borrow or lend
money or enter into agreements for the sale or transfer of assets other than in
the ordinary course of business.
Section 4.13 - Salaries.
------------------------
The salaries or other compensation of the officers of the corporation
shall be fixed from time to time by the Board of Directors. No officer shall be
prevented from receiving any such salary or compensation by reason of the fact
that he is also a director of the corporation.
Section 4.14 - Officers as Employees.
-------------------------------------
Any officer of this Corporation may also serve the Corporation as an
employee, provided that he is approved to hold both positions by the Board of
Directors; and, provided further, that his compensation for acting as an
employee shall be separate and distinct from his compensation for acting as an
officer of the corporation.
Section 4.15 - Surety Bonds.
---------------------------
In case the Board of Directors shall so require, any officer or agent
of the corporation shall execute to the corporation a bond in such sum and with
such surety or sureties as the Board of Directors may direct, conditioned upon
the faithful performance of his duties to the corporation, including
responsibility, monies, or securities of the corporation which may come into his
hands.
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ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
--------------------------------------------
AND
DEPOSIT OF CORPORATE FUNDS
--------------------------
Section 5.01 - General Execution.
--------------------------------
The President shall execute all documents and instruments pursuant to
the powers of his office set-out above in accordance with Board Resolutions. The
Board may prescribe a signature by an additional officer by resolution to any
instrument.
Section 5.02 - Execution of Instruments.
----------------------------------------
Subject to any limitation contained in the Articles of Incorporation or
in these By-Laws, the President or any Vice-President, may, in the name and on
behalf of the corporation, execute and deliver any contract or other instrument
authorized in writing by the Board of Directors. The Board of Directors may,
subject to any limitation contained in the Articles of Incorporation or in these
By-Laws, authorize in writing any officer or agent to execute and deliver any
contract or other instrument in the name and on behalf of the corporation; any
such authorization may be general or confined to specific instances.
Section 5.03 - Loans.
---------------------
No loan or advance shall be contracted on behalf of the corporation; no
negotiable paper or other evidence of its obligation under any loan or advance
shall be issued in its name; and no property of the corporation shall be
mortgaged, pledged, hypothecated or transferred as security for the payment of
any loan, advance, indebtedness or liability of the corporation, unless and
except as authorized by the Board of Directors. Any such authorization may be
general or confined to specific instances.
Section 5.04 - Deposits.
------------------------
All monies of the corporation not otherwise employed shall be deposited
from time to time to its credit in such banks or trust companies or with such
bankers or other depositories as the Board of Directors may select, or as from
time to time may be selected by any officer or agent authorized to do so by the
Board of Directors.
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Section 5.05 - Checks, Drafts, Etc.
----------------------------------
All notes, drafts, acceptance, checks, endorsements and, subject to the
provision of these By-Laws, evidences of indebtedness of the corporation shall
be signed by such officer or officers or such agent or agents of the corporation
and in such manner as the Board of Directors from time to time may determine.
Endorsements for deposit to the credit of the corporation in any of its duly
authorized depositories shall be in such manner as the Board of Directors from
time to time may determine.
Section 5.06 - Bond and Debentures.
-----------------------------------
Every bond or debenture issued by the corporation shall be evidenced by
an appropriate instrument which shall be signed by the President or a
Vice-President together with the Treasurer or Secretary, and sealed with the
seal of the corporation.
Section 5.07 - Sale, Transfer, Etc., of Securities.
--------------------------------------------------
Sales, transfers, endorsements and assignments of shares of stocks,
bonds and other securities owned by or standing in the name of the corporation
and the execution and delivery on behalf of the corporation of any and all
instruments in writing incident to any such sale, transfer, endorsement or
assignment, shall be effected by the President, or by any Vice- President,
together with the Treasurer or Secretary, or by any other officer or agent
thereunto authorized by the Board of Directors.
Section 5.08 - Proxies.
-----------------------
Proxies to vote with respect to shares of stock of other corporations
owned by or standing in the name of the corporation shall be executed and
delivered on behalf of the corporation by the President or any Vice-President
and the Secretary or Assistant Secretary of the corporation and by any officer
or agent thereunto authorized by the Board of Directors.
ARTICLE VI
CAPITAL STOCK
-------------
Section 6.01 - Certificate of Stock. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by the President,
and sealed with the seal (which may be facsimile, engraved or printed) of the
corporation, certifying the number and kind, class or series of shares owned by
him in the corporation.
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ARTICLE VII
SEAL
----
Section 7.01 - Corporate Seal. The corporation adopted the seal affixed
to the margin hereof as the seal of the corporation.
ARTICLE VIII
INDEMNIFICATION
---------------
Section 8.01 - Indemnification.
-------------------------------
No officer or Director shall be personally liable for any obligations
of the corporation or for any duties or obligations arising out of any acts or
conduct of said officer or director performed for or on behalf of the
Corporation, except willful or reckless misconduct. The corporation shall and
does hereby indemnify and hold harmless each person and his heirs and
administrators who shall serve at any time hereafter as a director or officer of
the corporation from and against any and all claims, judgments, and liabilities
to which such persons shall become subject by reason of his having heretofore or
hereafter been a director or officer of the corporation, or by reason of any
action alleged to have been heretofore or hereafter taken or omitted to have
been taken by him as such director or officer, and shall reimburse each such
person for all legal and other expenses reasonably incurred by him in connection
with any such claim or liability, including power to defend such person from all
suits or claims; provided, however, that no such person shall be indemnified
against, or reimbursed for, any expense incurred in connection with any claim or
liability arising out of his own willful or reckless misconduct. The rights
accruing to any person under the foregoing provisions of this section shall not
exclude any other right to which he may lawfully be entitled, nor shall anything
herein contained restrict the right of the corporation to indemnify or reimburse
such person in any proper case, even though not specifically herein provided
for. The corporation, its directors, officers, employees and agents shall be
fully protected in taking any action or making any payment, or in refusing so to
do in reliance upon the advise of counsel. This section is in extension of and
not limitation of the provision in the Articles on limited liability of
Directors.
Section 8.02 - Other Indemnification.
------------------------------------
The indemnification herein provided shall not be deemed exclusive of
any other rights to whom those seeking indemnification may be entitled under any
By-Law, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, or employee and shall inure to the
benefit of the heirs, executors, and administrators of such persons.
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Section 8.03 - Insurance.
-------------------------
The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer or employee of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by
such, whether or not the corporation would have the power to indemnify him
against liability under the provisions of this section.
Section 8.04 - Settlement by Corporation.
-----------------------------------------
The right of any person to be indemnified shall be subject always to
the right of the corporation by its Board of Directors, in lieu of such
indemnity, to settle any such claim, action, suit or proceeding at the expense
of the corporation by the payment of the amount of such settlement and the costs
and expenses incurred in connection therewith.
ARTICLE IX
INVESTMENTS
-----------
Section 9.01.
------------
The Corporation in addition to its operating account may maintain one
or more investment accounts which may, but need not be, pursuant to a qualified
retirement, investment, profit sharing plan, or like plan.
Section 9.02.
------------
Unless the Board of Directors shall impose specific restrictions or the
type of investments for a particular account, the corporation may engage in all
legal investments as determined by its Board of Directors. By way of
illustration, and not by limitation, the corporation may invest in:
a. Real estate, condominiums shares, time shares;
b. Oil, gas or other mineral rights or interest;
c. Commodities, coins, art works, gems, other collectibles or
precious metals; as well as commodity future contracts or
options;
d. Stocks, bonds, limited partnerships, or other equities to
include writing or purchasing "put" or "call" options;
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e. Accounts receivables, other factoring arrangements, and
investment loans and leases.
f. Treasury notes or bonds or obligation or foreign governments;
g. Any mutual fund or other fund or account providing for pooling
of interest in the foregoing or other investments.
ARTICLE X
DEATH, DISABILITY, OR DISQUALIFICATION OF ANY SHAREHOLDER
---------------------------------------------------------
Section 10.01.
-------------
In the event a shareholder of the corporation dies, becomes disabled,
or is declared incompetent by a court of competent jurisdiction, then the duly
appointed personal guardian or personal representative for such person, in the
event of death or disability, shall have authority to transfer the shares of the
corporation held by such shareholder by proxy, Will, Trust, buy-out agreement,
sale contract, or other instrument under such terms of transfer as may be stated
therein. Until transferred, any such guardian or personal representative may
vote such shares and exercise other incidents of ownership compatible with the
agreements of transfer or disposition. If no instrument as described above
exists, then the guardian or personal representative may sell such shares in
accordance with the powers of such office.
Section 10.02.
-------------
A minor may be a shareholder only pursuant to the "Uniform Transfers to
Minors Act" or similar state law. A minor's shares shall be voted or transferred
by the Grantor only for the benefit of the minor, until the minor reaches
majority under applicable law. Any dividend or other distribution shall be
payable to the Grantor in trust for the minor.
ARTICLE XI
RELATED PARTY TRANSACTIONS
--------------------------
Section 11.01.
-------------
The corporation shall not be prevented from entering into contracts or
transactions with any related party. No director or officer need disqualify
himself from voting on transactions in his corporate capacity between the
corporation and any such related party. Such transactions by way of illustration
and not by limitation may include the sale or lease of equipment to the
corporation, the management of the investment funds, or providing independent
service to the corporation by one or more of its officers or directors.
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Section 11.02.
-------------
The standard required by all transactions contemplated by the foregoing
section will be good faith dealings.
ARTICLE XII
CONTROL SHARE ACQUISITION ACT
-----------------------------
The original Board hereby elects exemption from any and all provisions
of the Utah Control Share Acquisition Act as it presently exists or may
subsequently be recodified or amended so long as "election out" is provided
under Utah Law, or under the applicable law of any other jurisdiction..
THESE BY-LAWS ACCEPTED by the Directors on this 2nd day of February,
2000.
/s/Terry Deru /s/Andrew Limpert
--------------- -------------------------------
Mr. Terry Deru Mr. Andrew Limpert
Seal adopted with these By-Laws
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