Exhibit 3
Form SB-2
e Nutrition., Inc.
BY-LAWS
of
ZACMAN ENTERPRISES, INC.
A NEVADA CORPORATION
ARTICLE I
OFFICES
Section 1. The principal office of the Corporation shall be
at 899 South Artistic Circle located in Springville, Utah 84663.
The Corporation may have such other offices, either within or
without the State of Utah as the Board of Directors may designate
or as the business of the Corporation may require from time to
time.
The registered office of the Corporation required by the
Nevada Business Corporation Act to be maintained in the State of
Nevada may be, but need not be, identical with the principal
offices in the State of Nevada, and the address of the registered
office may be changed, from time to time, by the Board of
Directors.
ARTICLE II
STOCKHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of stockholders
shall be held at the principal office of the Corporation, at 899
South Artistic Circle, Springville, Utah 84663 or at such other
places on the third Friday of April, 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 shall be present, or of 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 meetings of stockholders
other than those regulated by statute, may be called at any tune
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 shall be
present, or of which 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 discretion call a special
meeting of stockholders upon ten (10) days notice. No business
other than that specified in the call for the meeting shall be
transacted at any special meeting of the stockholders, except upon
the unanimous consent of all the stockholders entitled to notice
thereof.
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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 any other proper purpose, the Board of Directors
of the Corporation may provide that the stock transfer books shall
be closed for a stated period not to exceed, in any case, fifty
(50) days. If the stock transfer books shall be closed for the
purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, such books shall be closed for
a 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 fifty (50) days, and in case of a 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 stockholders 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. 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 noted by him either in person or by proxy
without a transfer of such shares into his name. Shares standing
in the name of a trustee may be voted by him either in person or
by proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a
receiver may be voted by such 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.
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A stockholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledge, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Shares 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 for as many persons as there are Directors to
be elected and for whose election he has a right to vote. There
shall be no cumulative voting.
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 to adjourn the meeting, from time to
time, until a quorum shall be present or represented. At such
rescheduled meeting at which a quorum shall be present or
represented any business or any 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 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 outstanding shares of the Corporation entitled to vote.
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 without 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
Section 1. NUMBER. The affairs and business of this
Corporation shall be managed by a Board of Directors. The present
Board of Directors shall consist of one (1) member. 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 Nevada 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.
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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,
regularly convened, 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
By-Laws and the laws of the State of Nevada.
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 tune 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 one (1) Director.
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 him at his last known
address, at least three (3) days before the date therein
designated for such meeting, of a written notice thereof
specifying the tune 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 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 the 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.
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The number of votes of Directors that shall be necessary for
the transaction 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. 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 therefore.
Section 12. 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 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.
ARTICLE IV
OFFICERS
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.
Any 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, from 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
The President shall preside at all meetings of the
stockholders. 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 these 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
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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
During the absence or inability of the President to render
and perform his duties or exercise his powers, as set forth in
these By-Laws or in the statutes 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
The Secretary shall keep the minutes of the meetings of the
Board of Directors and of the stockholders in appropriate books.
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 required. He shall keep the stock and transfer
books in the manner prescribed by law, 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 of stock. He shall present to the Board of Directors
at their 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
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 for the faithful discharge of his duties as the Board may
direct.
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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 may 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 may, 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
CERTIFICATES OF STOCK
Section 1. DESCRIPTION OF STOCK CERTIFICATES. The
certificates of stock 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 and
number of shares. 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 cancelled 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 sureties if any that the Board may require.
ARTICLE VI
SEAL
Section 1. SEAL. The seal of the Corporation shall be as follows:
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NO SEAL IN USE AT THIS TIME
ARTICLE VII
DIVIDENDS
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 reserve 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
the Corporation, and they may abolish or modify any such reserve
in the manner 'in which it was created.
ARTICLE VIII
INDEMNIFICATION
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
a Director, officer, or employee of the Corporation, or of any
corporation which he, the 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 or 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, suit, or
proceedings, except amounts paid to the Corporation or such other
corporation by him.
A judgment of conviction whether based on plea of guilty or
nolo 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 or 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, from 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 of 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
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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 indemnity 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 the
other persons above mentioned may have or hereafter acquire, and
without limiting the generality of such statement, they 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
provision of this Article shall apply to any member of any
committee appointed by the Board of Directors as fully as though
each person and been a Director, officer or employee of the
Corporation.
ARTICLE IX
AMENDMENTS
Section 1. HOW AMENDED. These By-Laws may be altered,
amended, 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 any 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 X
FISCAL YEAR
Section 1. FISCAL YEAR. The fiscal year shall end on the 31st day
of DECEMBER.
ARTICLE XI
WAIVER OF NOTICE
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, under the Articles of Incorporation or under the
provisions of the Nevada Business Corporation Act, a waiver
thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
ADOPTED this 22nd day of March, 1996.
ZACMAN ENTERPRISES, INC.
A Nevada Corporation,
/s/ DAVID N. NEMELKA
President
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary\Treasurer of
ZACMAN ENTERPRISES, INC., A NEVADA CORPORATION: and
2. That the foregoing By-Laws, comprising Nine (9) pages,
constitute the By-Laws of said Corporation as duly adopted at a
meeting of the Board of Directors thereof duly held on the 22n day
of May, 1996.
/s/ DAVID N. Nemelka
Secretary\Treasurer
(SEAL)
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