BY-LAWS
OF
Excel Publishing, Inc., A NEVADA CORPORATION
ARTICLE I
OFFICES
Section I. The principal office of the Corporation shall be
2250 West Center, Springville, Utah 84663. The Corporation may have
such other offices, either within or without the State of Nevada 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 2250
West Center Street, Springville, Utah, 84663, or at such
other places on the third Thursday of January 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 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 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.
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
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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 personalrepresentatives or assigns.
Section 6. Voting of Shares by certain Holders. Shares
standing in the name of anothercorporation 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
or permitted to be taken by the stockholders of the Corporation may be
effected by any consent in writing by such holders, signed by holders
of not less than that number of shares of Common Stock required to
approve such action.
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 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 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 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 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. Newly Created Directorships and Vacancies. Newly
created directorships resulting from any increase in the number
of Directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or
other cause shall be filled only by the affirmative vote of
a majority of the remaining Directors then in office, even though
less than a quorum of the Board of Directors. No decrease in the
number of Directors constituting the Board of Directors shall
shorten the term of any incumbent Director.
Section 9. Removal of Directors. Any Director may be removed
from office, with or without cause, only by the affirmative vote
of the holders of 51 % of the voting power of all shares of the
Corporation entitled to vote generally in the election of Directors,
voting together as a single class.
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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 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 t o 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
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Corporation. He shall cause to be called regular and special
meetings of these stockholders and Directors in accordance with
these By-Laws. 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, otes, 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
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account as the Board of Directors may require. He shall do and
perform all duties appertaining to th 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.
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 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 sureties if any that the Board may
require.
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ARTICLE VI
SEAL
Section 1. Seal. The seal of the Corporation shall be as follows:
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
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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 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 asprovided 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 X1
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 12th day of June, 2000. EXCEL PUBLISHING, INC., a
Nevada corporation,
/s/ Anthony B. Ramon, President
CERTIFICATE OF SECRETARY: I the undersigned, do hereby certify:
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1. That I am the duly elected and acting Secretary\Treasurer
of EXCEL Publishing, Inc., A Nevada Corporation: and
2. That the foregoing By-Laws, comprising eight (8) pages,
constitute the By-Laws of said Corporation as duly adopted at a meeting
of the Board of Directors thereof duly held on the 12th day of June, 2000.
/s/ Anthony B. Ramon, SecretaryTreasurer
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