BYLAWS
of
CHALLEDON, INC.
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. The annual meeting of the stockholders of the
Company shall be held at its office in Salt Lake City,, Utah,, at
12:00 noon on the last Friday in September of each year if not a
legal holiday, and if a legal holiday, then on the next succeeding
day not a legal holiday, or as may be otherwise directed by the
Board of Directors upon written notice as hereinafter provided in
this section, for the purpose of electing directors of the Company
to serve during the ensuing year and for the transaction of such
other business as may be brought before the meeting.
At least ten days' written notice specifying the time and
place, when and where, the annual meeting shall be convened, shall
be mailed In a United States Post office addressed to each of the
stockholders of record at the time of issuing the notice at his or
her, or its address last known, as the same appears on the books of
the Company.
Section 2. Special meetings of the stockholders may be held
at the office of the Company in the State of Utah, or elsewhere
whenever called by the President, or by the Board of Directors,, or
by vote of, or by an instrument in writing signed by the holders of
a majority of the issued and outstanding capital stock of the
Company. At least ten days" written notice of such meeting,
specifying the day and hour and place, when and where such meeting
shall be convened, and objects for calling the same, shall be
mailed in the United States Post office, addressed to each of the
stockholders of record at the time of issuing the notice, at his or
her or its address last known, as the same appears on the books of
the Company.
Section 3. If all of the stockholders of the Company shall
waive notice of a meeting, no notice of such meeting shall be
required, and whenever all of the stockholders shall meet in person
or by proxy, such meeting shall be valid for all purposes without
call or notice, and at such meeting any corporate action may be
taken.
The written certificate of the officer or officers calling any
meeting setting forth the substance of the notice, and the time and
place of the mailing of the same to the several stockholders, and
the respective addresses to which the same were mailed, shall be
prima facie evidence of the manner and fact of the calling and
giving such notice.
If the address of any stockholder does not appear upon the
books of the Company, it will be sufficient to address any notice
to such stockholder at the principal office of the Company.
Section 4. All business lawful to be transacted by the
stockholders of the Company may be transacted at any special
meeting or at any adjournment thereof. Only such business,
however, shall be acted upon at special meetings of the
stockholders as shall have been referred to in the notice calling
such meetings but at any stockholders' meetings at which all of the
outstanding capital stock of the Company is represented, either in
person or by proxy, any lawful business may be transacted, and such
meeting shall be valid for all purposes.
Section 5. At the stockholders' meetings the holders of a
majority of the entire issued and outstanding capital stock of
the Company shall constitute a quorum for all purposes of such
meetings.
If the holders of the amount of stock necessary to constitute
a quorum shall fail to attend, in person or by proxy, at the time
and place fixed by these Bylaws for any annual meeting, or fixed by
a notice as above provided for a special meeting, a majority in
interest of the stockholders. present in person or by proxy may
adjourn from time to time without notice other than by announcement
at the meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted as
originally called.
Section 6. At each meeting of the stockholders every
stockholder. shall be entitled to vote in person or by his duly
authorized proxy appointed by instrument in writing subscribed by
such stockholder or by his duly authorized attorney. Each
stockholder shall have one vote for each share of stock standing
registered in his or her or its name on the books of the
Corporation ten days preceding the day of such meeting. The votes
upon any question before the meeting shall be viva voce.
At each meeting of the stockholders, a full, true and complete
list, in alphabetical order, of all the stockholders entitled to
vote at such meeting, and indicating the number of shares held by
each, certified by the Secretary of the Company, shall be
furnished, which list shall be prepared at least ten days before
such meeting, and shall be open to the inspection of the
stockholders, or their agents or proxies, at the place where such
meeting is to be held and for ten days prior thereto. Only the
persons in whose names shares of stock are registered on the books
of the Company for ten days preceding the date of such meeting, as
evidenced by the list of stockholders, shall be entitled to vote at
such meeting. Proxies and powers of attorney to vote must be filed
with the Secretary of the Company before an election or a meeting
of the stockholders, or they cannot be used at such election or
meeting.
Section 7. At each meeting of the stockholders the polls shall
be opened and closed; the proxies and ballots issued, received, and
be taken in charge of, for the purpose of the meeting, and all
questions touching the qualifications of voters and validity of
proxies, and the acceptance or rejection of votes, shall be decided
by two inspectors. Such inspectors shall be appointed at the
meeting by the presiding officer of the meeting.
Section 8. At the stockholders' meetings, the regular order of
business shall be as follows:
1. Reading and approval of the Minutes of previous meeting
or meetings
2. Reports of the Board of Directors, the President,
Treasurer and Secretary of the Company in the order named
3. Reports of Committee
4. Election of Directors
5. Unfinished business
6. New business
7. Adjournment
ARTICLE II
DIRECTORS AND THEIR MEETINGS
Section 1. The Board of Directors of the Company shall
consist of not less than three (3) nor more than nine (9) persons
who shall be chosen by the stockholders annually at the annual
meeting of the Company, and who shall hold office for one year, and
until their successors are elected and qualify.
Section 2. When any vacancy occurs among the Director by
death, resignation, disqualification or other cause, stockholders,
at any regular or special meeting, or at any adjourned meeting
thereof, or the remaining Directors, by the affirmative vote of a
majority thereof, shall elect a successor to hold office for the
unexpired portion of the term of the Director whose place shall
have become vacant and. until his successor shall have been elected
and shall qualify.
Section 3. Meetings of the Directors may be held at the
principal office of the Company in the State of Utah, or elsewhere
at such place or places as the Board of Directors may, from time to
time, determine.
Section 4. Without notice or call, the Board of Directors
shall hold its first annual meeting for the year immediately after
the annual meeting of the stockholders or immediately after the
election of Directors at such annual meeting.
Special meetings of the Board of Directors may be held on
the call of the President or Secretary on at least three (3) days
notice by mail or telegraph.
Any meeting of the Board no matter where held, at which
all of the members shall be present, even though without or of
which notice shall have been waived by all absentees, provided a
quorum shall be present, shall be valid for all purposes unless
otherwise indicated in the notice calling the meeting or in the
waiver of notice.
Any and all business may be transacted by any meeting of
the Board of Directors, either regular or special.
Section 5. A majority of the Board of Directors in office
shall constitute a quorum of the transaction of business, but if at
any meeting of the Board there be less than a quorum present, a
majority of those present may adjourn from time to time, until a
quorum shall be present, and no notice of such adjournment shall be
required. The Board of Directors may prescribe rules not in
conflict with these Bylaws for the conduct of its business;
provided however, that in the fixing of salaries of the officers of
the Corporation, the unanimous action of all of the Directors shall
be required.
Section 6. A Director need not be a stockholder of the
Corporation.
Section 7. The Directors shall be allowed and paid all
necessary expenses incurred in attending any meeting of the Board,
but shall not receive any compensation for their services as
Directors until such time as the Company is able to declare and pay
dividends on its capital stock.
Section 8. The Board of Directors shall make a report to the
stockholders at annual meetings of the stockholders of the
condition of the Company, and shall, at request, furnish each of
the stockholders with a true copy thereof.
The Board of Directors in its discretion may submit any
contractor act for approval or ratification at any annual meeting
of the stockholders called for the purpose of considering any such
contractor act, which, if approved, or ratified by the vote of the
holders of a majority of the capital stock of the Company
represented in person or by proxy at such meetings provided that a
lawful quorum of stockholders be there represented in person or by
proxy, shall be valid and binding upon the Corporation and upon all
the stockholders thereof, as if it had been approved or ratified by
every stockholder of the Corporation.
Section 9. The Board of Directors shall have the power from
time to time to provide for the management of the offices of the
Company in such a manner as they see fit, and in particular from
time. to time to delegate any of the powers of the Board in the
course of the current business of the Company to any standing or
special committee or to any officer or agent and to appoint any
persons to be agents of the Company with such powers (including the
power to subdelegate) and upon such terms as may be deemed fit.
Section 10. The Board of Directors is invested with the
complete and unrestrained authority in the management of all the
affairs of the Company, and is authorized to exercise for such
purpose as the General Agent of the Company, its entire corporate
authority.
Section 11. The regular order of business at meetings of the
Board of Directors shall be as follows:
1. Reading and approval of the minutes of any
previous meeting or meetings;
2. Reports of officers and committeemen;
3. Election of officers;
4. Unfinished business;
5. New business;
6. Adjournment.
ARTICLE III
OFFICERS AND THEIR DUTIES
Section 1. The Board of Directors, at its first and after
each meeting after the annual meeting of stockholders, shall elect
a President, a Vice President, a Secretary and a Treasurer, to hold
office for one (1) year next doming and until their successors are
elected and qualify. The offices of the Secretary and Treasurer
may be held by one person.
Any vacancy in any of said offices may be filled by the
Board of Directors.
The Board of Directors may from time to time, by
resolution, appoint such additional Vice Presidents and additional
Assistant Secretaries, Assistant Treasurer and Transfer Agents of
the Company as it may deem advisable; prescribe their duties, and
fix their compensation, and all such appointed officers shall be
subject to removal at any time by the Board of Directors. All
officers, agents and factors of the Company shall be chosen and
appointed in such manner and shall hold their office for such terms
as the Board of Directors may by resolution prescribe.
Section 2. The President shall be the executive officer of
the Company and shall have the supervision and, subject to the
control of the Board of Directors, the direction of the Company's
affairs, with full power to execute all resolutions and orders of
the Board of Directors not especially entrusted to some other
officer of the Company. He shall be a member of the Executive
Committee, and the Chairman thereof; he shall preside at all
meetings of the Board of Directors and at all meetings of the
stockholders, and shall sign the Certificates of Stock issued by
the Company, and shall perform such other duties as shall be
prescribed by the Board of Directors.
Section 3. The Vice President shall be vested with all the
powers and perform all the duties of the President in his absence
or inability to act, including the signing of the Certificates of
Stock issued by the Company, and he shall so perform such other
duties as shall be prescribed by the Board of Directors.
Section 4. Subject to the specific direction and control of
the President, or as may otherwise be prescribed by the Board of
Directors, the Treasurer shall have the custody of all of the funds
and securities of the Company during his term of office. Upon
cessation of his term for any reason, the Treasurer shall
immediately relinquish possession of all funds, securities and
related instruments or documents, or other indicia of the same to
the President or another officer of the Company so designated by
the President or the Board of Directors to receive possession of
said items. When necessary or proper he shall endorse on behalf of
the Company for collection checks, notes, and other obligations; he
shall deposit all monies to the credit of the Company in such bank
or banks or other depository as the Board of Directors may
designate; he shall sign all receipts and vouchers for payment made
by the Company, except as herein otherwise Provided. He shall sign
with the President all bills of exchange and promissory notes of
the Company; he shall also have the care and custody of the stocks,
bonds, certificates, vouchers, evidence of debts, securities, and
such other property belonging to the Company as the Board of
Directors shall designate; be shall sign all papers required by law
or by these Bylaws or the Board of Directors to be signed by the
Treasurer. Whenever required by the Board of Directors, he shall
render a statement of his cash account; he shall enter regularly in
the books of the Company to be kept by him for the purpose, full
and accurate accounts of all monies received and paid by him on
account of the Company. He shall at all reasonable times exhibit
the books of account to any Directors of the Company during
business hours, and he shall perform all acts incident to the
position of Treasurer subject to the control of the Board of
Directors.
The Treasurer shall, if required by the Board of
Directors, give bond to the Company conditioned for the faithful
performance of all his duties as Treasurer in such sum, and with
such security as shall be approved by the Board of Directors, with
expense of such bond to be borne by the Company.
Section 5. The Board of Directors may appoint an Assistant
Treasurer who shall have such powers and perform such duties as may
be prescribed for him by the Treasurer of the Company or by the
Board of Directors, and the Board of Directors shall require the
Assistant Treasurer to give a bond to the Company in such sum and
with such security as it shall approve, as conditioned for the
faithful performance of his duties as Assistant Treasurer, the
expense of such bond to be borne by the Company.
Section 6. The Secretary shall keep the Minutes of all
meetings of the Board of Directors and the Minutes of all meetings
of the stockholders and of the Executive Committee in books
provided for that purpose. He shall attend to the giving and
serving of all notices of the Company; he may sign with the
President or Vice President in the name of the Company, all
contracts authorized by the Board of Directors or Executive
Committee; he shall affix the corporate seal of the Company thereto
when so authorized by the Board of Directors or Executive
Committee; he shall affix the corporate seal to all certificates of
stock duly issued by the Company; he shall have charge of stock
certificate papers as the Board of Directors or the Executive
Committee may direct, all of which shall at all reasonable times be
open to the examination of any Director upon application at the
office of the Company during business hours and he shall, in
general, perform all duties incident to the office of Secretary.
Section 7. The Board of Directors may appoint an Assistant
Secretary who shall have such powers and perform such duties as may
be prescribed for him by the Secretary of the Company or by the
Board of Directors.
Section 8. Unless otherwise ordered by the Board of
Directors, the President shall have full power and authority on
behalf of the Company to attend and to act and to vote at any
meeting of the stockholders of any corporation in which the Company
may hold stock, and at any such meeting,, shall possess and may
exercise any and all rights and powers incident to the ownership of
such stock, and which as the new owner thereof, the Company might
have possessed and exercised if present. The Board of Directors,
by resolution, from time to time, may confer like powers on any
person or persons in place of the President to represent the
Company for the purposes in this section mentioned.
ARTICLE IV
CAPITAL STOCK
Section 1. The capital stock of the Company shall be issued in
such manner and at such times and upon such conditions as shall be
prescribed by the Board of Directors.
Section 2. Ownership of stock in the Company shall be
evidenced by certificates of stock in such forms as shall be
prescribed by the Board of Directors, and shall be under the seal
of the Company and signed by the President or the Vice President
and also by the Secretary or by an Assistant Secretary.
All certificates shall be consecutively numbered; the
name of the person owning the shares represented thereby with the
number of such shares and the date of issue shall be entered on the
Company's books.
No certificate shall be valid unless it is signed by the
President or Vice President and by the Secretary or Assistant
Secretary.
All certificates surrendered to the Company shall be
cancelled and no new certificate shall be issued until the former
certificate or the same number of shares shall have been
surrendered or cancelled.
Section 3. No transfer of stock shall be valid as against the
Company except on surrender and cancellation of the certificate
therefor, accompanied by an assignment of transfer by the owner
therefor, made either in person or under assignment. A new
certificate shall be issued therefor.
Whenever any transfer shall be expressed as made for
collateral security and not absolutely, the same shall be so
expressed in the entry of said transfer on the books of the
Company.
Section 4. The Board of Directors shall have power and
authority to make all such rules and regulations not inconsistent
herewith as it may deem expedient concerning the issue, transfer
and registration of certificates for shares of the capital stock of
the Company.
The Board of Directors may appoint a transfer agent and
a registrar of transfers and may require all stock certificates to
bear the signature of such transfer agent and such registrar of
transfer.
Section 5. The Stock Transfer Books shall be closed for all
meetings of the stockholders for the period of ten (10) days prior
to such meetings and shall be closed for the payment of dividends
during such periods as from time to time may be fixed by the Board
of Directors, and during such periods no stock shall be
transferable.
Section 6. Any person or persons applying for a certificate
of stock in lieu of one alleged to have been lost or destroyed,
shall make affidavit or affirmation of the fact, and shall deposit
with the Company an affidavit. Whereupon, at the end of six
months after the deposit of said affidavit and upon such person or
persons giving the Bond of Indemnity to the Company with surety to
be approved by the Board of Directors in double the current value
of stock against any damage, loss or inconvenience to the Company
which may or can arise in consequence of a new or duplicate
certificate, or a duplicate of the certificate so lost or
destroyed. The Board of Directors may, in its discretion, refuse
to issue such new or duplicate certificate save upon the order of
some court having jurisdiction in such matter, anything herein to
the contrary notwithstanding.
ARTICLE V
OFFICES AND BOOKS
Section 1. The principal office of the Corporation, in Salt
Lake City, Utah, shall be at 4455 South 700 East #107, 84107 and
the Company may have a principal office in any other state or
territory as the Board of Directors may designate.
Section 2. The Stock and Transfer Books and a copy of the
Bylaws and Articles of Incorporation of the Company shall be kept
at this principal office in the County of Salt Lake, State of Utah,
for the inspection of all who are authorized or have the right to
see the same, and for the transfer of stock. All other books of
the Company shall be kept at such places as may be prescribed by
the Board of Directors.
ARTICLE VI
MISCELLANEOUS
Section 1. The Board of Directors shall have power to reserve
over and above the capital stock paid in, such an amount in its
discretion as it may deem advisable to fix as a reserve fund, and
may, from time to time, declare dividends from the accumulated
profits of the Company in excess of the amounts so reserved, and
pay the same to the stockholders of the Company and may also, if it
deems the same advisable, declare stock dividends of the unissued
capital stock of the Company.
Section 2. No agreement, contract or obligation (other than
checks in payment of indebtedness incurred by authority of the
Board of Directors) involving the payment of monies or the credit
of the Company for more than FIFTY THOUSAND DOLLARS ($50,000), or
shall be made without the authority of the Board of Directors, or
of the Executive Committee acting as such.
ARTICLE VII
AMENDMENT OF BYLAWS
Section 1. Amendments and changes of these Bylaws may be made
at any regular or special meeting of the Board of Directors by a
vote of not less than all of the entire Board, or may be made by a
vote of, or a consent in writing signed by the holders of a
majority of the issued and outstanding stock.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned,
being the Directors of the above-named corporation, do hereby
consent to the foregoing Bylaws and adopt the same as and for the
Bylaws of the Corporation.
IN WITNESS WHEREOF, we have hereunto set our hands this 27th
day of July, 1990.
______________________________
Jim Glavas
______________________________
Kay Carter
______________________________
Shuree Hood
