BY-LAWS OF
TILLMAN INTERNATIONAL, INC.
ARTICLE I OFFICE
Section 1.1 Office. The Corporation shall maintain such offices, within
or without the State of Utah, as the Board of Directors may designate. The Board
of Directors has the power to change the location of the principal office.
ARTICLE II SHAREHOLDERS' MEETING
Section 2.1 Annual Meetings. The annual meeting of the shareholders of
the Corporation shall be held at such place within or without the State of Utah
as shall be set forth in compliance with these By-Laws. The meeting shall be
held on the 4th Wednesday in April of each year beginning with the year 1995 at
3:00 P.M. If such day is a legal holiday, the meeting shall be on the next
business day. This meeting shall be for the election of directors and for the
transaction of such other business as may properly come before it.
Section 2.2 Special Meetings. Special meetings of shareholders, other
than those regulated by statute, may be called at any time by the President, or
a majority of the directors, and must be called by the President upon written
request of the holders of not less than ten percent (10%) of the issued and
outstanding shares entitled to vote at such special meeting. Written notice of
the special meeting stating place, date and hour of the meeting, the purpose or
purposes for which it is called, and the name of the person by whom or at whose
direction the meeting is called shall be given. Notice shall be given to each
shareholder of record in the same manner as notice of the annual meeting. No
business other than that specified in the notice of meeting shall be transacted
at any such special meeting.
Section 2.3 Notice of Shareholders' Meetings. The Secretary shall give
written notice stating place, date and hour of the meeting, and in the case of a
special meeting the purpose or purposes for which the meeting is called, which
notice shall be delivered not less than ten (10) nor more than fifty (50) days
before the day of the meeting, either personally or by mail, to each shareholder
of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholders at his address as it appears on the books of the Corporation, with
postage thereon prepaid.
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Section 2.4 Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Utah, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate the place, either within or without the State of Utah, as the place
for the holding of such meeting. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the principal office
of the Corporation.
Section 2.5 Record Date. The Board of Directors may fix a date not less
than ten (10) nor more than fifty (50) days prior to any meeting as the record
date for the purpose of determining shareholders entitled to notice of and to
vote at such meetings of the shareholders. The transfer books may be closed by
the Board of Directors for a stated period not to exceed fifty (50) days for the
purpose of determining shareholders entitled to receive payment of any dividend,
or in order to make a determination of shareholders for any other purpose.
Section 2.6 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 at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
a meeting resumed after any such adjournment at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. Once a quorum is established, shareholders
present at a duly organized meeting may continue to transact business until
adjournment, even if shareholders withdraw their shares in such number that less
than a quorum remain.
Section 2.7 Voting. A holder of an outstanding share entitled to vote
may vote at a meeting in person or by proxy. Except as may otherwise be provided
in the Articles of Incorporation, every shareholder shall be entitled to one (1)
vote for each voting share standing in his name on the record of shareholders.
Except as herein or in the Articles of Incorporation otherwise provided, all
corporate action shall be determined by a majority of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote thereon.
Section 2.8 Proxies. At all meetings of shareholders, ashareholder may
vote in person or by proxy executed in writing bythe shareholder or by his duly
authorized attorney in fact. Suchproxy shall be filed with the secretary of the
Corporation beforeor at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
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Section 2.9 Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any action which may be taken at a
meeting of the shareholders, may be taken without a meeting of a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III BOARD OF DIRECTORS
Section 3.1 General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors. The Board of Directors shall have
power to make, modify, amend, or repeal the By-laws of the Corporation. The
Board of Directors may adopt rules, regulations and policies for the conduct of
their meetings and the management of the Corporation as they deem proper. The
Board of Directors must approve by resolution any borrowing obligation or any
encumbrance on the assets of the Corporation in excess of five thousand dollars
($5,000.00).
Section 3.2 Number, Tenure, and Qualifications. The number of directors
for the initial Board of Directors of the Corporation shall be two (2). Each
director shall hold office until the next annual meeting of shareholders and
until his successor shall have been elected and qualified. Directors need not be
residents of the State of Utah or shareholders of the Corporation. The number of
directors may be changed by a resolution adopted by the Board of Directors. If
the number of directors is increased, the additional directorships may be filed
in the same manner as a vacancy on the Board of Directors is filed.
Section 3.3 Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than by this By- law, immediately
following after and at the same place as the annual meeting of shareholders. The
Board of Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than this
resolution.
Section 3.4 Special Meetings. Special meetings of the Board of
Directors may be called by order of the Chairman of the Board, the President, or
by one-third (1/3) of the Directors. The Secretary shall give notice of the
time, place, and purpose or purposes of each special meeting by mailing the same
at least two (2) days before the meeting or by telephoning or telegraphing the
same at least one (1) day before the meeting to each Director.
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Section 3.5 Quorum. A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of business, but less than a
quorum may adjourn any meeting from time to time until a quorum shall be
present, whereupon the meeting may be held, and adjourned, without further
notice. At any meeting at which every Director shall be present, even though
without any notice, any business may be transacted.
Section 3.6 Manner of Acting. At all meeting of the Board of Directors,
each Director shall have one (1) vote. The act of a majority present at a
meeting shall be the act of the Board of Directors, provided a quorum is
present. Any action required to be taken or which may be taken at a meeting of
the Directors may be taken without a meeting if a consent in writing setting
forth the action so taken shall be signed by all the Directors. At any meeting,
at which every Director shall be present, even though without notice, any
business may be transacted. The Directors may conduct a meeting by means of a
conference telephone or any similar communications equipment by which all
persons participating in the meeting can hear one another and such participation
shall constitute presence at a meeting.
Section 3.7 Vacancies. A vacancy in the Board of Directors shall be
deemed to exist in case of death, resignation or removal of any Directors, or if
the authorized number of Directors be increased, or if the shareholders fail at
any meeting of shareholders at which any Director is to be elected, to elect the
full authorized number to be elected at that meeting.
Section 3.8 Removals. Directors may be removed at any time, by a vote
of the shareholders holding a majority of the shares issued and outstanding and
entitled to vote. Such vacancy shall be filled by the Directors then in office,
though less than a quorum, to hold until the next annual meeting until his
successor is duly elected and qualified, except that any directorship to be
filled by reason of removal by the shareholders may be filled by election, by
the shareholders, at the meeting at which the Director is removed. No reduction
of the authorized number of Directors shall have the effect of removing any
Director prior to the expiration of his term of office.
Section 3.9 Resignations. A Director may resign at any time by
delivering written notification thereof to the President or Secretary of the
Corporation. Any resignation shall become effective upon its acceptance by the
Board of Directors; provided, however, that if the Board of Directors has not
acted thereon within ten (10) days from the date of its delivery, the
resignation shall upon the tenth (10th) day be deemed accepted.
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Section 3.10 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 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 3.11 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, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. No payment
shall preclude any Director from serving the Corporation in any other capacity
and receiving compensation therefore.
Section 3.12 Emergency Power. When, due to a national disaster or
death, a majority of the Directors are incapacitated or otherwise unable to
attend 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 times as all Directors can attend or vacancies can be filled
pursuant to these By-laws.
Section 3.13 Chairman. The Board of Directors may elect from its own
number a chairman of the Board, who shall preside at all meetings of the Board
of Directors, and shall perform such other duties as may be prescribed from time
to time by the Board of Directors.
Section 3.14 Informal Action by Directors. Any action required or
permitted to be taken at a meeting of the Directors may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the Directors entitled to vote with respect to the subject
matter thereof.
ARTICLE IV OFFICERS
Section 4.1 Number. The officers of the Corporation shall be a
President, one (1) or more Vice-Presidents, a Secretary, and a Treasurer, each
of whom shall be elected by a majority of the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. In its discretion, the Board of Directors
may leave unfilled for any such period as it may determine any office except
those of President and Secretary. Officers may or may not be Directors or
shareholders of the Corporation.
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Section 4.2 Election and Term of Office. The officers of the
Corporation are to be elected by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of the shareholders. If
the election of officers shall not be held at such meeting, such election shall
be held as soon thereafter as convenient. Each officer shall hold office until
his successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
Section 4.3 Resignations. Any officer may resign at any time by
delivering a written resignation either to the President or to the Secretary.
Unless otherwise specified therein, such resignation shall take effect upon
delivery.
Section 4.4 Removal. Any officer or agent may be removed by the Board
of Directors whenever in its judgment, the best interests of the Corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of an
Officer or agent shall not of itself create contract rights. Any such removal
shall require a majority vote of the Board of Directors, exclusive of the
officer in question if he is also a Director.
Section 4.5 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or if a new office shall be
created, may be filled by the Board of Directors for the unexpired portion of
the term.
Section 4.6 President. The President shall be the chief executive and
administrative officer of the Corporation. He shall preside at all meetings of
the shareholders and, in the absence of the Chairman of the Board, at meetings
of the Board of Directors. He shall exercise such duties as customarily pertain
to the office of President and shall have general and active supervision over
the property, business, and affairs of the Corporation and over its several
officers. He may appoint officers, agents, or employees other than those
appointed by the Board of Directors. He may sign, execute and deliver in the
name of the Corporation powers of attorney, contracts, bonds, and other
obligations and shall perform such other duties as may be prescribed from time
to time by the Board of Directors or by the By-Laws.
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Section 4.7 Vice-President. The Vice-President shall have such powers
and perform such duties as may be assigned to them by the Board of Directors or
the President. In the absence or disability of the President, the Vice-President
designated by the Board or the President shall perform the duties and exercise
the powers of the President. In the event there is more than one (1)
Vice-President and the Board of Directors has not designated which
Vice-President is to act as President, then the Vice-President who was elected
first shall act as President. A Vice-President may sign and execute contracts
and other obligations pertaining to the regular course of his duties.
Section 4.8 Secretary. The Secretary shall keep the minutes of all
meetings of the shareholders and of the Board of Directors and to the extent
ordered by the Board of Directors or the President, the minutes of meetings of
all committees. He shall cause notice to be given of meetings of shareholders,
of the Board of Directors, and of any committee appointed by the Board. He shall
have custody of the corporate seal and general charge of the records, documents,
and papers of the Corporation not pertaining to the performance of the duties
vested in other officers, which shall at all reasonable times be open to the
examination of any Director. he may sign or execute contracts with the President
or a Vice- President thereunto authorized in the name of the Company and affix
the seal of the Corporation thereto. He shall perform such other duties as may
be prescribed from time to time by the Board of Directors or by the By-laws. He
shall be sworn to the faithful discharge of his duties. Assistant Secretaries
shall assist the Secretary and shall keep and record such minutes of meetings as
shall be directed by the Board of Directors.
Section 4.9 Treasurer. The Treasurer shall have general custody of the
collection and disbursements of funds of the Corporation. He shall endorse on
behalf of the Corporation for collection checks, notes, and other obligations,
and shall deposit the same to the credit of the Corporation in such bank or
banks or depositories as the Board of Directors may designate. He may sign, with
the President, or such persons as may be designated for the purpose by the Board
of Directors, all bills of exchange or promissory notes of the Corporation. He
shall enter or cause to be entered regularly in the books of the Corporation
full and accurate accounts of all monies received and paid by him on account of
the Corporation; shall at all reasonable times exhibit his books and accounts to
any Director of the Corporation upon application at the office of the
Corporation during business hours; and, whenever required by the Board of
Directors or the President, shall render a statement of his accounts. He shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or by the By-laws.
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Section 4.10 General Manager. The Board of Directors may employ and
appoint a General Manager who may, or may not, be one of the officers or
Directors of the Corporation. If employed by the Board of Directors he shall be
the chief operating officer of the Corporation and, subject to the directions of
the Board of Directors, shall have general charge of the business operations of
the Corporation and general supervision over its employees and agents. He shall
have the exclusive management of the business of the Corporation and of all of
its dealings, but at all times subject of the control of the Board of Directors.
Subject to the approval of the Board of Directors or the executive committee, he
shall employ all employees of the Corporation, or delegate such employment to
subordinate officers, or such division officers, or such division chiefs, and
shall have authority to discharge any person so employed. He shall make a report
to the President and directors quarterly, or more often if required to do so,
setting forth the results of the operations under his charge, together with
suggestions looking to the improvement and betterment of the condition of the
Corporation, and to perform such other duties as the Board of Directors shall
require.
Section 4.11 Other Officers. Other officers shall perform such duties
and have such powers as may be assigned to them by the Board of Directors.
Section 4.12 Salaries. The salaries or other compensation of the
officers of the Corporation shall be fixed from time to time by the Board of
Directors except that the Board of Directors may delegate to any person or group
of persons the power to fix the salaries or other compensation of any
subordinate officers or agents. 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 4.13 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 sums and with surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance of his duties to
the Corporation, including responsibility for negligence and for the accounting
for all property, monies or securities of the Corporation which may come into
his hands.
ARTICLE V COMMITTEES
Section 5.1 Executive Committee. The Board of Directors may appoint
from among its members an Executive Committee of not less than two (2) nor more
than nine(9) members, one (1) of whom shall be the President, and shall
designate one (1) ore more of its members as alternatives to serve as a member
or members. The Board of Directors reserves to itself alone the power to declare
dividends, issue stock, recommend to shareholders any action requiring their
approval, change the membership of any committee at any time, fill vacancies
therein, and discharge any committee either with or without cause at any time.
Subject to the foregoing limitations, the Executive Committee shall possess and
exercise all other powers of the Board of Directors during the intervals between
meetings.
Section 5.2 Other Committees. The Board of Directors may also appoint
from among its own members such other committees as the Board may determine,
which shall in each case consist of not less than two (2) Directors, and which
shall have such powers and duties as shall from time to time be prescribed by
the Board. The President shall be a member ex officio of each committee
appointed by the Board of Directors. A majority of the members of any committee
may fix its rules of procedure.
ARTICLE VI CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 6.1 Contracts. The Board of Directors may authorize any officer
or officers, agents or agent, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 6.2 Loans. No loan or advances 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 6.3 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select, or as may be selected by any officer or agent authorized to do so by
the Board of Directors.
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Section 6.4 Checks and Drafts. All notes, drafts, acceptances, checks,
endorsements and evidence 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 made in such manner as the Board of Directors may from
time to time determine.
Section 6.5 Bonds 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 and by the Treasurer or by the
Secretary, and sealed with the seal of the Corporation. The seal may be
facsimile, engraved or printed. Where such bond or debenture is authenticated
with the manual signature of an authorized officer of the Corporation or other
Trustee designated by the indenture of trust or other agreement under which such
security is issued, the signature of any of the Corporation's officers named
thereon may be facsimile. In case any officer who signed, or whose facsimile
signature has been used on any such bond or debenture, shall cease to be an
officer of the Corporation for any reason before the same has been delivered by
the Corporation, such bond or debenture may nevertheless be adopted by the
Corporation and issued and delivered as though the person who signed it or whose
facsimile signature has been used thereon had not ceased to be such officer.
ARTICLE VII CAPITAL STOCK
Section 7.1 Certificate of Share. The shares of the Corporation shall
be represented by certificates prepared by the Board of Directors and signed by
the President or the Vice- President, and by the Secretary, or an Assistant
Secretary, and sealed with the seal of the Corporation or a facsimile. The
signatures of such officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or one of its employees. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom shares represented thereby are issued, with the
number of shares and date of issue, shall be entered on the stock transfer books
of the Corporation. All certificates surrendered to the Corporation for transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate, a
new one may be issued therefore upon such terms and indemnity to the Corporation
as the Board of Directors may prescribe.
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Section 7.2 Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.
Section 7.3 Transfer Agent and Registrar. The Board of Directors shall
have power to appoint one or more transfer agents and registrars for the
transfer and registration of certificates of stock of any class, and may require
that stock certificates shall be countersigned and registered by one or more of
such transfer agents and registrars.
Section 7.4 Lost or Destroyed Certificates. The Corporation may issue a
new certificate to replace any certificate theretofore issued by it alleged to
have been lost or destroyed. The board of Directors may require the owner of
such a certificate or his legal representatives to give the Corporation a bond
in such sum and with such sureties as the Board of Directors may direct to
indemnify the Corporation and its transfer agents and registrars, if any,
against claims that may be made on account of the issuance of such new
certificates. A new certificate may be issued without requiring any bond.
Section 7.5 Consideration for Shares. The capital stock of the
Corporation shall be issued for such consideration, but not less than the par
value thereof, as shall be fixed from time to time by the Board of Directors. In
the absence of fraud, the determination of the Board of Directors as to the
value of any property or services received in full or partial payment of shares
shall be conclusive.
Section 7.6 Registered Shareholders. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder
thereof in fact, and shall not be bound or obligated to recognize any equitable
or other claim to or on behalf of the Corporation, any and all the rights and
powers incident to the ownership of such stock at any such meeting, and shall
have power and authority to execute and deliver proxies and consents on behalf
of the Corporation in connection with the exercise by the Corporation of the
rights and powers incident to the ownership of such stock. The Board of
Directors, from time to time, may confer like powers upon any other person or
persons.
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ARTICLE VIII INDEMNIFICATION
Section 8.1 Indemnification. No officer or director shall be personally
liable for any obligations arising out of any acts or conduct of said officer or
director performed for or on behalf of the Corporation. 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 of 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 as provided for under the provisions of the Utah Revised Business
Corporation Act; provided, however, that no such person shall be indemnified
against, or be reimbursed for, any expense incurred in connection with any claim
or liability arising out of his own negligence or willful 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 advice of counsel.
Section 8.2 Other Indemnification. The indemnification herein provided
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any By-law, agreement, vote of
shareholders 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 a person.
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Section 8.3 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 another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against liability under the provisions of this Article VIII or of Section
16-10a-902 et seq. of the Utah Revised Business Corporation Act.
Section 8.4 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 WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
director of the Corporation under the provisions of these By- Laws or under the
provisions of the Utah Revised 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. Attendance at any meeting shall constitute a waiver of notice of
such meetings, except where attendance is for the express purpose of objecting
to the legality of that meeting.
ARTICLE X AMENDMENTS
These By-laws may be altered, amended, repealed, or added to by the
affirmative vote of the Board of Directors at any time and manner and to the
fullest extent allowed by applicable law.
ARTICLE XI FISCAL YEAR
The fiscal year of the Corporation shall be fixed and may be varied by
resolution of the Board of Directors.
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ARTICLE XII DIVIDENDS
The Board of Directors may at any regular or special meeting, as they
deem advisable, declare dividends payable out of the surplus of the Corporation.
ARTICLE XIII CORPORATE SEAL
The seal of the Corporation shall be in the form of a circle and shall
bear the name of the Corporation and the year of incorporation.
ARTICLE XIV RIGHTS AND POWERS
The Corporation, Board, Officers, and Shareholders shall have the
rights and powers provided for in law whether or not specifically provided for
in the By-laws.
ARTICLE XV CONTROL SHARES ACQUISITION ACT NOT APPLICABLE
Pursuant to the provisions of Section 61-6-6 of the Utah Code the
provions of the Control Share Acquisitions Act (Utah Code 61-6- 1 et seq.) Shall
not apply to control share acquisitions of the shares of common stock or other
stock of the Corporaiton as the term "control share acquisitions" is defined in
the statute.
Adopted by SHAREHOLDER VOTE on the 20th day of September 2000.
By: /s/ Thomas L. Harkness
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Thomas L. Harkness
Secretary
