BY-LAWS
FOR
E. J. NAK MATTRESS COMPANY
ARTICLE I
OFFICES - BOOKS AND RECORDS
Section 1.1 Offices. The Board of Directors shall fix the
location of the principal executive office of the corporation at
any place within or without the State of Utah where the corporation
is qualified to do business.
Section 1.2 Books and Records. The corporation shall keep at
its principal executive office the following books and records and
any shareholder of record or director, upon written demand stating
the purpose thereof, shall have the right to examine, in person, or
by agent or attorney, at any reasonable time or times, for any
proper purpose, the same and to make extracts therefrom:
(a) Its books and records of account.
(b) Its minutes of meetings of the Board of Directors
and any committees thereof.
(c) Its minutes of meetings of the shareholders.
(d) Its record of shareholders which shall give their
names and addresses and the number and class of the
shares held by each.
(e) Copies of its Articles of Incorporation and By-Laws
as originally executed and adopted together with
all subsequent amendments thereto.
Section 1.3 Financial Statements. Upon the written request
of any shareholder of the corporation, the corporation shall mail
to such shareholder its most recent annual or quarterly financial
statements showing in reasonable detail its assets and liabilities
and the results of its operation unless the shareholder has already
received the same. Neither the corporation nor any director,
officer, employee or agent of the corporation shall be liable to
the shareholder or anyone to whom the shareholder discloses the
financial statement or any information contained therein for any
error or omission therein whether caused without fault, by
negligence or by gross negligence, unless (1) the error or
omission is material, (2) the director, officer, employee or agent
in question knew of the error or omission and intended for the
shareholder or other person to rely thereon to this detriment, (3)
the shareholder or other persons did reasonably rely thereon, and,
in addition, (4) they are otherwise liable under applicable law.
ARTICLE II
BY-LAWS
Section 2.1 Amendments. These By-Laws may be altered,
amended or repealed and new By-Laws adopted by the majority
approval of the shareholders or the Board of Directors. Any such
action shall be subject to repeal or change by action of the
shareholders, but the alteration, amendment, repeal, change or new
By-Law (and the repeal of the old By-Law) shall be valid and
effective and no director, officer, shareholder, employee or agent
of the corporation shall incur any liability by reason of any
action taken or omitted in reliance on the same. The power of the
shareholders to repeal or change any alteration, amendment, repeal
or new By-Law shall not extend to any original By-Law of the
corporation so long as it is not altered, amended or repealed, but
only to action by the Board thereafter. There shall be no time
limit on its exercise.
Section 2.2 By-Law Provisions Additional and Supplemental to
Provision of Law. All restrictions, limitations, requirements and
other provisions of these By-Laws shall be construed, insofar as
possible, as supplemental and additional to all provisions of law
applicable to the subject matter thereof and shall be fully
complied with in addition to the said provisions of law unless such
compliance shall be illegal.
Section 2.3 By-Law Provisions Contrary to or Inconsistent
with Provisions of Law. Any article, section, subsection,
subdivision, sentence, clause or phrase of these By-laws which upon
being construed in the manner provided in Section 2.2 hereof, shall
be contrary to or inconsistent with any applicable provision of
law, shall not apply so long as said provisions of law shall remain
in effect, but such result shall not affect the validity or
applicability of any other portions of these By-Laws, it being
hereby declared that these By-Laws would have been adopted and each
article, section, subsection, subdivision, sentence, clause or
phrase thereof, irrespective of the fact that any or more articles,
sections subsections, subdivisions, sentences, clauses or phrases
is or are illegal.
ARTICLE III
MEETINGS OF SHAREHOLDERS
Section 3.1 Place of Meetings. All meetings of the
shareholders, annual or special, however called, shall be held at
the registered office of the corporation unless the Board of
Directors designates another place. The Board of Directors may
designate any place for any meeting, either within or without the
State of Utah.
Section 3.2 Annual Meeting. An annual meeting of the
shareholders shall be held on the second Wednesday in the month of
August (unless that day is a legal holiday, and then on the next
succeeding day, that is not a legal holiday) at 10:00 a.m., local
time of the place of the meeting in effect on the day of the
meeting or at such other time as designated by the Board of
Directors.
Section 3.3 Special Meeting. Special meetings of the
shareholders may be called by the Chairman of the Board, the
President, the Board of Directors or the holders of not less than
one-tenth of all the shares entitled to vote at the meeting.
Section 3.4 Notice of Shareholders' Meetings. Written or
printed notice stating the place, day and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10),
nor more than fifty (50) days before the date of the meeting,
either personally or by mail, by or at the direction of the
President, the Secretary, or the officer or persons calling such
meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States Mail addressed to the
shareholder at his address as it appears on the stock transfer
books of the corporation with postage thereon prepaid.
Section 3.5 Waiver of Notice. Any shareholder may waive
notice of any meeting of shareholders, (however called or noticed,
whether or not called or noticed and whether before, during or
after the meeting) by signing a written waiver of notice or a
consent to the holding of such meeting, or in approval of the
minutes thereof. Attendance at a meeting, in person or by proxy,
shall constitute waiver of all defects of call or notice regardless
of whether waiver, consent or approval is signed or any objections
are made. all such waivers, consents, or approvals shall be made
a part of the minutes of the meeting.
Section 3.6 Fixing Record Date for Meetings. The stock
transfer books of the corporation shall not be closed for the
purpose of determining shareholders entitled to notice of or to
vote at a meeting of the shareholders but, in lieu thereof, the
date on which notice is given in accordance with Section 3.4 above
shall be the record date for those purposes. Such date shall not
be more than fifty (50) nor less than ten (10) days before the date
of the meeting. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made under this
section, such determination shall apply in any adjournment thereof.
Section 3.7 Voting List. The officer or agent having charge
of the stock transfer books for shares of a corporation shall make,
at least ten (10) days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting
or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each, which list,
for a period of ten (10) days prior to the meeting, shall be kept
on file at the registered office of the corporation and shall be
subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting.
The original stock transfer books shall be prima facie evidence as
to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders. Failure
to comply with the requirements of this section shall not affect
the validity of any action taken at such meeting.
Section 3.8 Quorum of Shareholders, Vote. A majority of the
shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If a quorum is
present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject
shall be the act of the shareholders, unless the vote of a greater
number or voting by classes is required by the Utah Revised
Business Corporation Act or the Articles of Incorporation. Shares
shall not be counted to make up a quorum for a meeting if voting of
them at the meeting has been enjoined or for any reason they cannot
be lawfully voted at the meeting. The shareholders present at a
duly called or held meeting at which a quorum is present may
continue to do business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 3.9 Voting of Shares. Each outstanding share
regardless of class shall be entitled to one vote on each matter
submitted to vote at a meeting of shareholders, except to the
extent that the voting rights of the shares of any class or classes
are limited or denied by the Articles of Incorporation.
Neither treasury shares nor shares held by another corporation
if a majority of the shares entitled to vote for the election of
Directors of such other corporation is held by the corporation,
shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.
Section 3.10 Action Take Without Meeting. Any action which
may be taken at any annual or special meeting of shareholders may
be taken without a meeting and without prior notice, if one or more
consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or
take the action at a meeting at which all shares entitled to vote
thereon were present and voted. Unless the written consents of all
shareholders entitled to vote on a specific proposal have been
obtained, the corporation must give notice of any shareholder
approval without a meeting at least ten (10) days prior to the
consummation of the action authorized. Notice must be given to
those shareholders entitled to vote who have not consented in
writing and to any other shareholders entitled to notice pursuant
to the provisions of the Act. Any shareholder giving a written
consent shall have the right to revoke the consent by submitting a
signed writing describing the action and stating that the
shareholder's prior consent is being revoked. Such revocation must
be received by the corporation prior to the effectiveness of the
action. Directors may not be elected by written consent except by
the unanimous written consent of all shares entitled to vote for
the election of directors. Any action taken by written consent as
provided herein shall have the same effect as action taken at a
duly convened meeting of shareholders and may be so described in
any document.
Section 3.11 Proxies. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. No proxy shall be valid after
six (6) months from the date of its execution, unless otherwise
provided in the proxy, specifically providing a longer length of
time for which the proxy is to continue in force. Any shareholder
giving a written consent, or his proxy, or his transferee or
personal representative, or their respective proxies, may revoke
the same prior to the time that written consents of the number of
shares required to authorize the proposed action may have been
filed with the Secretary of the corporation, but may not do so
thereafter.
Section 3.12 Elections of Directors. At each election for
Directors every shareholder 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. The
candidates receiving the highest number of votes up to the number
of Directors to be elected shall be declared elected. Elections
for Directors need not be by ballot except upon demand made by a
shareholder at the election and before the voting begins.
Section 3.13 Adjournments. Any shareholders' meeting,
whether or not a quorum is present, may be adjourned from time to
time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy thereat, but,
except as provided in Section 3.8 hereof, in the absence of a
quorum no other business may be transacted at such meeting. When
a meeting is adjourned for thirty (30) days or more, notice of the
adjourned meeting shall be given as in the case of an original
special meeting. Save as aforesaid, it shall not be necessary to
give any notice of the time and place of the adjourned meeting or
of the business to be transacted thereat other than by announcement
at the meeting at which such adjournment is taken.
ARTICLE IV
DIRECTORS
Section 4.1 Exercise of Corporate Power. The business and
affairs of the corporation shall be managed by the Board of
Directors.
Section 4.2 Qualifications. Directors need not be residents
of the State of Utah or shareholders of the corporation. They need
have no other qualifications.
Section 4.3 Compensation. The Board of Directors shall have
authority to fix the compensation of Directors. Such compensation
so fixed shall be reported to the shareholders. Any compensation
so fixed shall be for services as a Director only, and a Director
who serves the corporation in any other capacity may receive a
separate compensation therefor.
Section 4.4 Number. The total number of Directors of the
corporation shall be not less than one (1) and not more than
seven (7). The number of Directors may be increased or decreased
at any time, except as otherwise provided in the Articles of
Incorporation, by the vote of the majority of the shareholder
entitled to vote at any regular meeting or any special meeting of
shareholders, notice of which has been given, and a statement to
the effect that such increase or decrease is to be undertaken is
made in such notice.
Section 4.5 Term. The term of each Director shall begin
immediately on his election and shall continue until the date set
under these By-Laws for the next annual meeting of the
shareholders. Each Director shall hold office for the term for
which he is elected and until his successor shall have been elected
and qualified.
Section 4.6 Elections. At each annual meeting the
shareholders shall elect Directors, provided that if for any reason
said annual meeting or an adjournment thereof is not held or the
Directors are not elected thereat, then the Directors may be
elected at any special meeting of the shareholders called and held
for that purpose.
Section 4.7 Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining Directors though less than a quorum of the Board of
Directors. A Director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office. The
shareholders may elect the successor at the next annual meeting of
shareholders or at any special meeting duly called for that purpose
and held prior to the next annual meeting. Any directorship to be
filled by reason of an increase in the number of Directors may be
filled by the Board of Directors for a term of office continuing
only until the next election of Directors by the shareholder.
Section 4.8 Removal. Any director may be removed for cause
by action of the Board of Directors. At a meeting of shareholders
expressly called for that purpose, one or more Directors may be
removed, with or without cause, by a vote of shareholders
representing not less a majority of the voting power of the issued
and outstanding shares entitled to vote at an election of
Directors.
Section 4.9 Indemnification. The corporation, through the
Board of Directors, shall have the power to indemnify any director,
officer, employee or agent of the corporation or any person serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise to the fullest extent permitted by the Utah
Revised Business Corporation Act.
Section 4.10 Notice of Meetings. Meetings of the Board of
Directors, regular or special, or meetings of any committee
designated thereby, may be held either within or without the State
of Utah. Notice of any regular or special meeting of the Board of
Directors or any committee designated thereby may shall be given at
least two (2) days previously thereto by written notice delivered
personally or mailed to each Director at his business address, or
by telegram or facsimile. If mailed, such notice shall be deemed
to be delivered to the telegraph company. Any Director may waive
notice of any meeting. 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 called or convened. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of
such meeting.
Section 4.11 Quorum. A majority of the number of Directors
holding office shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than
such majority is present at a meeting, a majority of the Directors
present may adjourn the meeting from time to time without further
notice.
Section 4.12 Manner of Acting. The act of the majority of
the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 4.13 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 their dissent shall be
entered in the minutes of the meeting or unless they shall file
their 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 certified or registered mail to the
Secretary of the corporation immediately after the adjournment of
the meeting. Such right of dissent shall not apply to a Director
who voted in favor of such action.
Section 4.14 Action by Directors Without a Meeting. Any
action require that may be taken at any regular or special meeting
of the Board of 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, or all of the members of the
Committee, as the case may be. Such consent shall have the same
effect as a unanimous vote.
Section 4.15 Committees. The Board of Directors by
resolution adopted by the majority of the number of Directors fixed
by the By-Laws may designate a committee or committees consisting
of not less than two (2) Directors which committee of committees,
to the extent provided in such resolution, shall have and may
exercise all the authority therein provided; but the designation of
such committee or committees and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or
any member thereof, of any responsibility imposed upon it or him by
Law.
ARTICLE V
OFFICERS
Section 5.1 Election and Qualification. The officers of this
corporation shall consist of a President, one or more Vice
Presidents, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors at the meeting of the Board of
Directors next following the annual meeting of the shareholders (or
at any meeting if an office is vacant) and such other officers,
including a Chairman of the Board of Directors, and assistant
officers and agents, as the Board of Directors shall deem
necessary, who shall be elected and shall hold their offices for
such terms as the Board of Directors may prescribe. Any two or
more offices may be held by the same person except those of
President and Secretary. Any Vice President, Assistant Treasurer
or Assistant Secretary, respectively, may exercise any of the
powers of the President, the Treasurer, or the Secretary,
respectively, as directed by the Board of Directors and shall
perform such other duties as are imposed upon him by the By-Laws or
the Board of Directors.
Section 5.2 Term of Office and Compensation. The term of
office and salary of each of officer and the manner and time of the
payment of such salaries shall be fixed and determined by the Board
of Directors and may be altered by said Board from time to time at
its pleasure.
Section 5.3 Removal and Vacancies. Any officer or agent of
the corporation may be removed by the Board of Directors at any
meeting 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. If any vacancy occurs in any
office of the corporation, the Board of Directors may elect a
successor to fill such vacancy for the remainder of the unexpired
term and until his successor is fully chosen and qualified.
ARTICLE VI
CHAIRMAN OF THE BOARD
Section 6.1 Powers and Duties. The Chairman of the Board of
Directors, if there be one, shall have the power to preside at all
meetings of the Board of Directors and shall have such other powers
and shall be subject to such other duties as the Board of Directors
may from time to time prescribe.
ARTICLE VII
PRESIDENT
Section 7.1 Powers and Duties. The powers and duties of the
President are:
(a) To act as the chief executive officer of the
corporation and, subject to the control of the Board of Directors,
to have general supervision, direction and control of the business
and affairs of the corporation.
(b) To preside at all meetings of the shareholders and,
in the absence of the Chairman of the Board, or if there be none,
at all meetings of the Board of Directors.
(c) To call meetings of the shareholders and also of the
Board of Directors to be held at such times and, subject to the
limitations prescribed by law or by these By-Laws, at such places
as he shall deem proper.
(d) To affix the signature of the corporation to all
deeds, conveyances, mortgages, leases, obligations, bonds,
certificates and other papers and instruments in writing which have
been authorized by the Board of Directors or which, in the judgment
of the President, should be executed on behalf of the corporation
and do not require such authorization, to sign certificates for
shares of stock of the corporation and, subject to the direction of
the Board of Directors, to have general charge of the property of
the corporation and to supervise and control all officers, agents
and employees of the corporation.
Section 7.2 President pro tem. If neither the Chairman of
the Board, the President, nor the Vice President is present at any
meeting of the Board of Directors, a President Pro Tem may be
chosen to preside and act at such meeting. If neither the
President nor the Vice President is present at any meetings of the
shareholders, a President Pro tem may be chosen to preside at such
meeting.
ARTICLE VIII
VICE-PRESIDENT
Section 8.1 Powers and Duties. In case of the absence,
disability or death of the President, the Vice President, or one of
the Vice Presidents, shall exercise all his powers and perform all
his duties. If there is more than one Vice President, the order in
which the Vice Presidents shall succeed to the powers and duties of
the President shall be as fixed by the Board of Directors. The
Vice President or Vice Presidents shall have such other powers and
perform such other duties as may be granted or prescribed by the
Board of Directors.
ARTICLE IX
SECRETARY
Section 9.1 Powers and Duties. The powers and duties of the
Secretary are:
(a) to keep a book of minutes at the principal office of
the corporation or such other place as the Board of Directors may
order, or all meetings of its Directors and shareholders with the
time and place of holding, whether regular or special, and, if
special, how authorized, the notice thereof given, the names of
those present at Directors' meetings, the number of shares present
or represented at shareholders' meetings and the proceedings
thereof.
(b) To keep the seal of the corporation and to affix the
same to all instruments which may require it.
(c) To keep or cause to be kept at the principal office
of the corporation, or at the office of the transfer agent or
agents, a share register, or duplicate share registers, showing the
names of the shareholders and their addresses, the number and
classes of shares held by each, the number and date of certificates
issued for shares, and the number and date of cancellation of every
certificate surrendered for cancellation.
(d) To keep or cause to be kept at the registered office
of the corporation the books and records required by Sections
1.3(b), (c), (d) and (e) above.
(e) To oversee the supply of certificates for shares of
the corporation, to fill in all certificates issued, and to make
proper record of each such issuance; provided, that so long as the
corporation shall have one or more duly appointed and acting
transfer agents of the shares, or any class or series of shares, of
the corporation, such duties with respect to such shares shall be
performed by such transfer agent or transfer agents.
(f) To transfer upon the share books of the corporation
any and all shares of the corporation; provided, that so long as
the corporation shall have one or more duly appointed and acting
transfer agents of the shares, or any class or series of shares, of
the corporation, such duties with respect to such shares shall be
performed by such transfer agent or transfer agents, and the method
of transfer of each certificate shall be subject to the reasonable
regulations of the transfer agent to which the certificate is
presented for transfer, and also if the corporation then has one or
more duly appointed and acting registrars, to the reasonable
regulations of the registrar to which the new certificate is
presented for registration; and provided, further, that no
certificate for shares of stock shall be issued or delivered or, if
issued or delivered, shall have any validity whatsoever until and
unless it has been signed or authenticated in the manner provided
in Section 11.5 hereof.
(g) To make service and publication of all notices that
may be necessary or proper, and without command or direction from
anyone. In case of the absence, disability, refusal or neglect of
the Secretary to make service or publication of any notices, then
such notices may be served and/or published by the President or a
Vice President, or by any person thereunto authorized by either of
them or by the Board of Directors or by the holders of a majority
of the outstanding shares of the corporation.
(h) To prepare the voting lists required by Section 3.7
above.
(i) Generally to do and perform all such duties as
pertain to his office and as may be required by the Board of
Directors.
ARTICLE X
TREASURER
Section 10.1 Powers and Duties. The powers and duties of the
Treasurer are:
(a) To supervise and control the keeping and maintaining
of adequate and correct accounts of the corporation's properties
and business transaction, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares. Any surplus, including earned surplus, paid-
in surplus and surplus arising from a reduction of stated capital,
shall be classified according to source and shown in a separate
account. The books of account shall at all reasonable times be
open to inspection by any Director and by any shareholder as
provided in Section 1.3 above.
(b) To keep or cause to be kept at a registered office
of the corporation the books and records required by Section 1.3(a)
above.
(c) To have the custody of all funds, securities,
evidences of indebtedness and other valuable documents of the
corporation and, at his discretion, to cause any or all thereof to
be deposited for the account of the corporation with such
depository as may be designated from time to time by the Board of
Directors.
(d) To receive or cause to be received, and to give or
cause to be given, receipts and acquittance for monies paid in for
the account of the corporation.
(e) To disburse, or cause to be disbursed, all funds of
the corporation as may be directed by the Board of Directors,
taking proper vouchers for such disbursements.
(f) To render to the President and to the Board of
Directors, whenever they may require, accounts of all transactions
as Treasurer of the financial condition of the corporation.
(g) Generally to do and perform all such duties as
pertain to his office and as may be required by the Board of
Directors.
ARTICLE XI
SUNDRY PROVISIONS
Section 11.1 Instruments in Writing. All checks, drafts,
demands for money and notes of the corporation, and all written
contracts of the corporation, shall be signed by such officer or
officers, agent or agents, as the Board of Directors may from time
to time by resolution designate. No officer, agent, or employee of
the corporation shall have power to bind the corporation by
contract or otherwise unless authorized to do so by these By-Laws
or by the Board of Directors.
Section 11.2 Fiscal Year. The fiscal year of this
corporation shall be April 1 through March 31.
Section 11.3 Shares Held by the Corporation. Shares in other
corporations standing in the name of this corporation may be voted
or represented and all rights incident thereto may be exercised on
behalf of this corporation by any officer of this corporation
authorized so to do by resolution of the Board of Directors. The
corporation may purchase its own shares of capital stock
Section 11.4 Dividends. The Board of Directors may from time
to time declare, and the corporation may pay, dividends on its
outstanding shares of capital stock in the manner and upon the
terms and conditions provided by law.
Section 11.5 Certificate of Stock. There shall be issued to
each holder of fully paid shares of the capital stock of the
corporation a certificate or certificates for such shares. Every
such certificate shall be either (a) signed by the President or a
Vice President and the Secretary or an Assistant Secretary of the
corporation and countersigned by a transfer agent of the
corporation (if the corporation shall then have a transfer agent)
and registered by the registrar of the shares of capital stock of
the corporation (if the corporation shall then have a registrar);
or (b) authenticated by facsimiles of the signature of the
President and Secretary of the corporation or by facsimile of the
signature of the President and the written signature of the
Secretary or an Assistant Secretary and countersigned by a transfer
agent of the corporation and registered by a registrar of the
shares of the capital stock of the corporation.
Section 11.6 Lost Certificates. Where the owner of any
certificate for shares of the capital stock of the corporation
claims that the certificate has been lost, destroyed or wrongfully
taken, a new certificate shall be issued in place of the original
certificate if the owner (a) so requests before the corporation
has notice that the original certificate has been acquired by a
bona fide purchaser, and (b) files with the corporation an
indemnity bond in such form and in such amount as shall be approved
by the President or a Vice President of the corporation, and (c)
satisfies any other reasonable requirements imposed by the
corporation. The Board of Directors may adopt such other
provisions and restrictions with reference to lost certificates,
not inconsistent with applicable laws, as it shall in its
discretion deem appropriate.
Adopted this 1st day of December, 2000.
______________________________
PRESIDENT
ATTEST:
________________________
SECRETARY
CERTIFICATE OF SECRETARY
KNOWN ALL MEN BY THESE PRESENTS: That the undersigned does
hereby certify that the undersigned is the Secretary of the
aforesaid corporation, duly organized and existing under and by
virtue of the laws of the State of Utah; that the above and
foregoing By-Laws of said corporation were duly and regularly
adopted as such by the Board of Directors of said corporation by
unanimous consent.
Adopted this 1st day of December, 2000.
______________________________
Secretary
