BY-LAWS

 

OF

 

GARB-OIL CORPORATION OF AMERICA

 

 

TABLE OF CONTENTS

 

			Page
ARTICLE I
OFFICES
Section 1.01	Location of Offices		1
Section 1.02	Principal Office		1
ARTICLE II
SHAREHOLDERS
Section 2.01	Annual Meeting		1
Section 2.02	Special Meetings		1
Section 2.03	Place of Meetings		2
Section 2.04	Notice of Meetings		2
Section 2.05	Waiver of Notice		2
Section 2.06	Closing of Transfer Books or Fixing of Record Date		2
Section 2.07	Voting Lists		3
Section 2.08	Quorum		3
Section 2.09	Proxies		3
Section 2.10	Voting for Shares		4
Section 2.11	Voting of Shares by Certain Holders		4
Section 2.12	Written Consent to Action by Shareholders		4
ARTICLE III
BOARD OF DIRECTORS
Section 3.01	General Powers		5
Section 3.02	Number, Tenure and Qualifications		5
Section 3.03	Regular Meetings		5
Section 3.04	Special Meetings		5
Section 3.05	Meetings by Telephone Conference Call		5
Section 3.06	Notice		5
Section 3.07	Quorum		6
Section 3.08	Manner of Acting		6
Section 3.09	Vacancies and Newly Created Directorships		6
Section 3.10	Compensation		6
Section 3.11	Presumption of Assent		6
Section 3.12	Resignations		6
Section 3.13	Written Consent to Action by Directors		7
ARTICLE IV
OFFICERS
Section 4.01	Number		7
Section 4.02	Election, Term of Office and Qualifications		7
Section 4.03	Subordinate Officers, etc.		7
Section 4.04	Resignations		7

 

 

Section 4.05	Removal		8
Section 4.06	Vacancies and Newly Created Offices		8
Section 4.07	The Chairman of the Board		8
Section 4.08	The President		8
Section 4.09	The Vice-Presidents		9
Section 4.10	The Secretary		9
Section 4.11	The Treasurer		10
Section 4.12	General Manager		11
Section 4.13	Salaries		11
Section 4.14	Surety Bonds		11
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY AND DEPOSIT OF CORPORATE FUNDS
Section 5.01	Execution of Instruments		12
Section 5.02	Loans		12
Section 5.03	Deposits		12
Section 5.04	Checks, Drafts, etc.		12
Section 5.05	Bonds and Debentures		12
Section 5.06	Sale, Transfer, etc. of Securities		13
Section 5.07	Proxies		13
ARTICLE VI
CAPITAL STOCK
Section 6.01	Stock Certificates		13
Section 6.02	Transfer of Stock		14
Section 6.03	Regulations		14
Section 6.04	Transfer Agents and Registrars		14
Section 6.05	Lost or Destroyed Certificates		14
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01	How Constituted		15
Section 7.02	Powers		15
Section 7.03	Proceedings		15
Section 7.04	Quorum and Manner of Acting		15
Section 7.05	Resignations		15
Section 7.06	Removal		15
Section 7.07	Vacancies		16
Section 7.08	Compensation		16

 

 

ARTICLE VIII
INDEMNIFICATION
Section 8.01	Indemnification Third Party Actions		16
Section 8.02	Indemnification Corporation Actions		16
Section 8.03	Determination		17
Section 8.04	General Indemnification		17
Section 8.05	Advances		17
Section 8.06	Scope of Indemnification		18
Section 8.07	Insurance		18
ARTICLE IX
FISCAL YEAR			18
ARTICLE X
DIVIDENDS			18
ARTICLE XI
AMENDMENTS			18
ARTICLE XII
PROCEDURE FOR CONDUCTING MEETINGS			18

 

 

BY-LAWS

 

OF

 

GARB-OIL CORPORATION OF AMERICA

 

ARTICLE I

 

OFFICES

 

Section 1.01. Location of Offices. The corporation may maintain such offices, within or without the State of Utah, as the Board of Directors may from time to time designate.

 

Section 1.02. Principal Office. The address of the principal office of the corporation shall be located at Salt Lake City, Utah and said address may be changed by the Board of Directors at any time.

 

ARTICLE II

 

SHAREHOLDERS

 

Section 2.01. Annual Meeting. The annual meeting of the shareholders shall be held on the first ___________ in the month of _____________ at such time as is provided for in the notice of the meeting, provided that whenever such date falls on a legal holiday the meeting shall be held on the next succeeding business day, beginning with the year following the filing of the Articles of Incorporation, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the day designated herein for the annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

 

Section 2.02. Special Meetings. Special meetings of the shareholders may be called at any time by the Chairman of the Board, the President, or by the Board of Directors, or in their absence or disability, by any Vice-President, and shall be immediately called by the President, or in his absence or disability, by a Vice- President, or by the Secretary upon the written request of the holders of not less than one-tenth of all shares entitled to vote at the meeting, such written request to state the purpose, or purposes, of the meeting and to be delivered to the President, such Vice-President or Secretary. In case of failure to call such meeting within twenty (20) days after such request, such shareholder or shareholders may call the same. (16-10-26)*

 

                                   *Citations in parentheses are to Utah Code Annotated. These citations are for reference only and shall not constitute a part of these By-Laws.

 

 

Section 2.03. Place of Meetings. 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 any 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 2.04. Notice of Meetings. The Secretary or Assistant Secretary, if any, shall cause notice of the date, time, place and purpose or purposes of all meetings of the shareholders (whether annual or special), to be mailed at least ten (10) (but not more than fifty (50)) days prior to the meeting, to each shareholder of record entitled to vote. 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. (16-10-27)

 

Section 2.05. 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 an 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 so signed or any objections made. Such waivers, consents, or approvals shall be made a part of the minutes of the meeting. (16-10-137)

 

Section 2.06. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed, for a period of not more than fifty (50) days, for the purpose of determining shareholders entitled to notice of or to vote at such meeting. If the stock transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting, such books shall be closed for at 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 shareholders, such date in any case to be not more than fifty (50) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or shareholders 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 of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof. Failure to comply with this Section shall not affect the validity of any action taken at a meeting of shareholders. (16-10-28)

 

 

Section 2.07. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the 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 such meeting, shall be kept on file at the registered office of the corporation and shall be subject to the 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 the shareholders who are entitled to examine such list of the transfer books or to vote at any meeting of the shareholder. (16-10-29)

 

Section 2.08. Quorum. A majority vote of shareholders present or voted by proxy shall govern with no requirement that a quorum of shareholders be present or voting by proxy unless otherwise required by statute. (16-10-30)

 

Section 2.09. Proxies. At each meeting of the shareholders, each shareholder entitled to vote shall be entitled to vote in person or by proxy, provided, however, that the right to vote by proxy shall exist only in case the instruments authorized in such proxy to act shall have been executed, in writing, by the stockholder or by his duly authorized attorney in fact. Such instrument authorizing a proxy to act shall be delivered at the beginning of such meeting to the Secretary of the corporation or to such other officer or person who may, in the absence of the Secretary be acting as Secretary of the meeting. In the event that any such instrument shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one be present, that one shall (unless the instrument shall otherwise provide) have all of the powers conferred by the instrument upon all persons so designated. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

 

 

Section 2.10. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation of the corporation as permitted by law.

 

Section 2.11. Voting of Shares by Certain Holders. Shares outstanding in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

 

Shares held by an administrator, executor, guardian or conservator may be voted 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.

 

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

 

Neither shares of its own stock held by the corporation, nor those held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

 

Section 2.12. Written Consent to Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by shareholders representing a majority of the outstanding shares of the corporation. (16-10-138)

 

 

ARTICLE III

 

BOARD OF DIRECTORS

 

Section 3.01. General Powers. The property, affairs and business of the corporation shall be managed by its Board of Directors. The Board of Directors may exercise all of the powers of the corporation whether derived from law or the Articles of Incorporation, except such powers as are by statute, by the Articles of Incorporation or by these By-Laws, vested solely in the stockholders of the corporation.

 

Section 3.02. Number, Tenure and Qualifications. The number of directors of the corporation shall not be less than three (3) nor more than nine (9) as determined, from time to time, by the Board of Directors. Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and shall qualify. Directors need not be residents of the State of Utah or shareholders of the corporation.

 

Section 3.03. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Utah, for the holding of additional regular meetings without other notice than such resolution.

 

Section 3.04. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, Vice-President, or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Utah, as the place for holding any special meeting of the Board of Directors called by them.

 

Section 3.05. Meetings by Telephone Conference Call. Members of the Board of Directors may participate in a meeting of the Board of Directors or a committee of the Board of Directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participating in a meeting pursuant to this section shall constitute presence in person at such meeting. (16-10-40)

 

Section 3.06. Notice. Notice of any special meeting shall be given at least five (5) days prior thereto by written notice delivered personally or mailed to each Director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram such notice shall be deemed to be delivered when the telegram is 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 3.07. Quorum. A majority of the number of Directors 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. (16-10-38)

 

Section 3.08. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall, unless the act of a greater number of Directors is required by the Articles of Incorporation of the corporation or these By-Laws, be the act of the Board of Directors and individual Directors shall have no power as such. (16-10-38)

 

Section 3.09. Vacancies and Newly Created Directorships. If any vacancy shall occur in the Board of Directors by reason of death, resignation or otherwise, or if the number of Directors shall be increased, the Directors then in office shall continue to act and such vacancies or newly created Directorships shall be filled by a vote of the Directors then in office, though less than a quorum, in any way approved by the meeting. Any directorship to be filled by reason of the removal of one or more Directors by the shareholders may be filled by election by the shareholders at the meeting at which the Director or Directors are removed. (16-10-36)

 

Section 3.10. 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 such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

 

Section 3.11. 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, unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. (16-10-44)

 

Section 3.12. Resignations. A Director may resign at any time by delivering a written resignation to either the President, a Vice-President, the Secretary or Assistant Secretary, if any. Unless otherwise provided in the resignation, the resignation shall become effective on its acceptance by the Board of Directors, provided that if the Board has not acted thereon within ten (10) days from the date presented, the resignation shall be deemed accepted.

 

 

Section 3.13. Written Consent to Action by Directors. Any action required to be taken at a meeting of the Directors of the corporation or any other action which may be taken at a meeting of the Directors or of a committee, 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 legal effect as a unanimous vote of all Directors or members of the committee. (16-10-40)

 

ARTICLE IV

 

OFFICERS

 

Section 4.01. Number. The officers of the corporation shall be a President, one or more Vice-Presidents as shall be determined by resolution of the Board of Directors, a Secretary, a Treasurer, and such other officers as may be appointed by the Board of Directors.

 

Section 4.02. Election, Term of Office and Qualifications. The officers shall be chosen by the Board of Directors annually at its annual meeting. In the event of failure to choose officers at an annual meeting of the Board of Directors, Officers may be chosen at any regular or special meeting of the Board of Directors. Each such officer (whether chosen at an annual meeting of the Board of Directors to fill a vacancy or otherwise) shall hold his office until the next ensuing annual meeting of the Board of Directors and until his successor shall have been chosen and qualified, or until his death or until his resignation or removal in the manner provided in these By-laws. Any one person may hold any two or more of such offices except that the President shall not also be the Secretary. No person holding two or more offices shall act in or execute any instrument in the capacity of more than one office. The Chairman of the Board, if any, shall be and remain director of the corporation during the term of his offices. No other officer need be a Director. (16-10-45)

 

Section 4.03. Subordinate Officers, etc. The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the Board of Directors from time to time may determine. The Board of Directors from time to time may delegate to any officer or agent the power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office, authorities, and duties. Subordinate officers need not be stockholders or directors.

 

Section 4.04. Resignations. Any officer may resign at any time by delivering a written resignation to the Board of Directors, the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

 

 

Section 4.05. Removal. Any officer may be removed, either with or without cause, from office at any special meeting of the Board of Directors called for that purpose or at a regular meeting, by the vote of three-fourths of the total authorized number of directors, whenever in the judgment of the Board of Directors the best interests of the corporation will be served thereby. Any officer or agent appointed in accordance with the provisions of Section 4.03. hereof may also be removed either with or without cause, by any officer upon whom such power of removal shall have been conferred by the Board of Directors. (16-10-46)

 

Section 4.06. Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or any other cause or if a new office shall be created, offices may be filled by the Board of Directors at any regular or special meeting.

 

Section 4.07. The Chairman of the Board. The Chairman of the Board, if there be such an officer, shall have the following powers and duties:

 

(a) He shall preside at all stockholders’ meetings.

 

(b) He shall preside at all meetings of the Board of Directors.

 

(c) He shall be a member of the Executive Committee, if any.

 

Section 4.08. The President. The President shall have the following powers and duties:

 

(a) If no General Manager has been appointed, he shall be the chief executive officer of the corporation, and, subject to the directions of the Board of Directors, shall have general charge of the business, affairs and property of the corporation and general supervision over its officers, employees and agents.

 

(b) If no Chairman of the Board has been chosen, or if such officer is absent or disabled, he shall preside at meetings of the shareholders and Board of Directors.

 

(c) He shall be a member of the Executive Committee, if any.

 

(d) He shall be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the Board of Directors.

 

(e) He shall have all powers and perform all duties normally incident to the office of a President of a corporation and shall exercise such other powers and perform such other duties as from time to time may be assigned to him by the Board of Directors.

 

 

Section 4.09. The Vice-Presidents. The Board of Directors shall from time to time designate and elect one or more Vice- Presidents, one of whom may be designated to serve as Executive Vice-President. Each Vice-President shall have such powers and perform such duties as from time to time may be assigned to him by the Board of Directors or the President. At the request or in the absence or disability of the President or the Executive Vice- President, the Vice-President designated by the Board of Directors or (in the absence of such designation by the Board of Directors) by the President, as senior Vice-President, may perform all duties of the President and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.

 

Section 4.10. The Secretary. The Secretary shall have the following powers and duties:

 

(a) He shall keep or cause to be kept a record of all the proceedings of the meetings of the shareholders and of the Board of Directors in books provided for that purpose.

 

(b) He shall cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by statute.

 

(c) He shall be the custodian of the records and of the seal of the corporation, and shall cause such seal (or a facsimile thereof) to be affixed to all certificates representing stock of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been duly authorized in accordance with these By-Laws, and when so affixed he may attest the same.

 

(d) He shall see that the books, reports, statements, certificates and other documents and records required by statute are properly kept and filed.

 

(e) He shall have charge of the stock books of the corporation and cause the stock and transfer books to be kept in such manner as to show at any time the amount of the stock of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the number of shares held by each holder, and time when each became such holder of record; and he shall exhibit at all reasonable times to any director, upon application, the original or duplicate stock register. He shall cause the stock book referred to in Section 6.04 hereof to be kept and exhibited at the principal office of the corporation in the manner and for the purpose provided in such Section.

 

 

(f) He shall be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the Board of Directors.

 

(g) He shall perform in general all duties incident to the office of Secretary and such other duties as are given to him by these By-Laws or as from time to time may be assigned to him by the Board of Directors or the President.

 

Section 4.11. The Treasurer. The Treasurer shall have the following powers and duties:

 

(a) He shall have charge and supervision over and be responsible for the monies, securities, receipts and disbursements of the corporation.

 

(b) He shall cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such banks or other depositories as shall be selected in accordance with Section 5.03 hereof.

 

(c) He shall cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in Section 5.04 hereof) drawn upon the authorized depositories of the corporation, and cause to be taken and preserved proper vouchers for ail monies disbursed.

 

(d) He shall render to the Board of Directors or the President, whenever requested, a statement of the financial condition of the corporation and of all of his transactions as Treasurer, and render a full financial report at the annual meeting of the stockholders, if called upon to do so.

 

(e) He shall cause to be kept correct books of account of all the business and transactions of the corporation and shall exhibit such books to any directors upon request during business hours.

 

(f) He shall be empowered from time to time to require from all officers or agents of the corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the corporation.

 

(g) He shall perform in general all duties incident to the office of Treasurer and such other duties as are given to him by these By-Laws or as from time to time may be assigned to him by the Board of Directors or the President.

 

 

Section 4.12. 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. The General Manager, if any, shall have the following powers and duties:

 

(a) He shall be the chief executive officer of the corporation and, subject to the directions of the Board of Directors, shall have general charge of the business affairs and property of the corporation and general supervision over its officers, employees and agents.

 

(b) He shall have the exclusive management of the business of the corporation and of all of its dealings, but at all times subject to the control of the Board of Directors.

 

(c) Subject to approval of the Board of Directors or the Executive Committee, if any, he shall employ all employees of the corporation, or delegate such employment to subordinate officers, or division chiefs, and shall have authority to discharge any person so employed.

 

(d) 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 he shall perform such other duties as the Board of Directors shall require.

 

Section 4.13. 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 appointed in accordance with the provisions of Section 4.03 hereof. 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 4.14. Surety Bonds. In case the Board of Directors shall so require, any officer or agent of the corporation shall provide the corporation with a bond, in such sums and with such 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

 

EXECUTION OF INSTRUMENTS, BORROWING OF MONEY

 

AND DEPOSIT OF CORPORATE FUNDS

 

Section 5.01. Execution of Instruments. Subject to any limitation contained in the Articles of Incorporation or in these By-Laws, the President, any Vice-President, or the General Manager, if any, may, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the Board of Directors. The Board of Directors may, subject to any limitation contained in the Articles of Incorporation or in these By-Laws, authorize in writing any officer or agent to execute and deliver any contract or other instrument in the name and on behalf of the corporation; any such authorization may be general or confined to specific instances.

 

Section 5.02. Loans. No loan or advance 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, transferred, or conveyed 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.

 

Sect ion 5.03. Deposits. All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select, or as from time to time may be selected by any officer or agent authorized to do so by the Board of Directors.

 

Section 5.04. Checks, Drafts, Etc. All notes, drafts, acceptances, checks, endorsements, and, subject to the provisions of these By-Laws, evidences 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 in such manner as the Board of Directors from time to time may determine.

 

Section 5.05. 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 Secretary and sealed with” the seal of the corporation. The seal may be a 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 a 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.

 

 

Section 5.06. Sale, Transfer, etc., of Securities. Sales, transfers, endorsements, and assignments of shares of stocks, bonds and other securities owned by or standing in the name of the corporation and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment, shall be effected by the President, or by any Vice-President, together with the Secretary or by any officer or agent, thereunto authorized by the Board of Directors.

 

Section 5.07. Proxies. Proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the corporation shall be executed and delivered on behalf of the corporation by the President or any Vice-President and the Secretary or Assistant Secretary, if any, of the corporation or by any officer or agent thereunto authorized by the Board of Directors.

 

ARTICLE VI

 

CAPITAL STOCK

 

Section 6.01. Stock Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by the President or any Vice-President and the Secretary or Assistant Secretary, if any, and sealed with the seal (which may be a facsimile, engraved or printed) of the corporation, certifying the number and kind, class or series of shares owned by him in the corporation; provided, however, that where such a certificate is countersigned by (a) transfer agent, or (b) registered by a registrar, the signature of any such President, Vice President, Secretary or Assistant Secretary may be a facsimile. In case any officer who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate, shall cease to be such officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer. Certificates representing shares of stock of the corporation shall be in such form as provided by the statutes of the State of Utah. There shall be entered upon the stock books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares, and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked “Cancelled” with the date of cancellation. (16-10-21)

 

 

Section 6.02. Transfer of Stock. Transfer of shares of the stock of the corporation shall be made on the books of the corporation by the holder of record thereof, or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or any of its transfer agents, and upon surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such shares except as provided by law, the corporation and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any share or shares of stock as the absolute owner thereof for all purposes, and accordingly shall not be bound to recognize any legal, equitable or other claim to or interest in such share or shares on the part of any person whether or not it or they shall have express or other notice thereof. (70A-8-403)

 

Section 6.03. Regulations. Subject to the provisions of this Article VI and the Articles of Incorporation, the Board of Directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for shares of the stock of the corporation.

 

Section 6.04. Transfer Agents and Registrars. The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing shares of stock of the corporation, and may require all such certificates to bear the signature of either or both. The Board of Directors may from time to time define the respective duties of such transfer agents and registrars. No certificate of stock shall be valid until countersigned by a transfer agent, if at the date appearing thereon the corporation had a transfer agent for such stock, and until registered by a registrar, if at such date the corporation had a registrar for such stock.

 

Section 6.05. Lost or Destroyed Certificate. The corporation may issue a new certificate for stock of the corporation in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond in such form and amount as the Board of Directors may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the corporation and its transfer agents and registrars, If any, against any claims that may be made against it or anv such transfer agent or registrar on account of the issuance of such new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so. (70A-8-405).

 

 

ARTICLE VII

 

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

 

Section 7.01. How Constituted. The Board of Directors may designate an Executive Committee and such other Committees as the Board of Directors may deem appropriate, each of which Committees shall consist of two or more directors. Members of the Executive Committee and of any such other Committee shall be designated annually at the annual meeting of the Board of Directors; provided, however, that at any time the Board of Directors may abolish or reconstitute the Executive Committee or any such other Committee. Each member of the Executive Committee and of any such other Committee shall hold office until his successor shall have been designated or until his resignation or removal in the manner provided in these By-Laws. (16-10-39)

 

Section 7.02. Powers. During the intervals between meetings of the Board of Directors, the Executive Committee shall have and may exercise all powers of the Board of Directors in the management of the business and affairs of the corporation, except for the power to fill vacancies in the Board of Directors or to amend these By-Laws and except for such powers as by law may not be delegated by the Board of Directors to an Executive Committee.

 

Section 7.03. Proceedings. The Executive Committee, and such other Committees as may be designated hereunder by the Board of Directors, may fix its own presiding and recording officer or officers, and may meet at such place or places, at such time or times and upon such notice (or without notice) as it shall determine from time to time. It shall keep a record of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following.

 

Section 7.04. Quorum and Manner of Acting. At all meetings of the Executive Committee, and of such other Committees as may be designated hereunder by the Board of Directors, the presence of members constituting two-thirds of the total authorized membership of the Committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of two-thirds of the members present at any meeting at which a quorum is present shall be the act of such Committee. The members of the Executive Committee, and of such other Committees as may be designated hereunder by the Board of Directors, shall act only as a Committee and the individual members thereof shall have no. powers as such.

 

Section 7.05. Resignations. Any member of the Executive Committee, and of such other Committees as may be designated hereunder by the Board of Directors, may resign at any time by delivering a written resignation to either the President, the Secretary, or Assistant Secretary, if any, or to the presiding officer of the Committee of which he is a Member, if any shall have been appointed and shall be in office. Unless otherwise specified therein, such resignation shall take effect upon delivery.

 

Section 7.06. Removal. The Board of Directors may at any time remove any member of the Executive Committee or of any other Committee designated by it hereunder either with or without cause.

 

 

Section 7.07. Vacancies. If any vacancy shall occur in the Executive Committee or of any other Committee designated by the Board of Directors hereunder, by reason of disqualification, death, resignation, removal, or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the Committee and, provided that two or more members are remaining, continue to act. Such vacancy may be filled at any meeting of the Board of Directors.

 

Section 7.08. Compensation. The Board of Directors may allow a fixed sum and expenses of attendance to any member of the Executive Committee or of any other Committee designated by it hereunder who is not an active salaried employee of the corporation for attendance at each meeting of the said Committee.

 

ARTICLE VIII

 

INDEMNIFICATION

 

Section 8.01. Indemnification Third Party Actions. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

 

Section 8.02. Indemnification Corporation Actions. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

 

 

Section 8.03. Determination. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. Any other indemnification under Sections 8.01 or 8.02 hereof shall be made by the corporation upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 8.01 or 8.02 hereof. Such determination shall be made either by (1) the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, (2) by independent legal counsel in a written opinion, or (3) by the shareholders by a majority vote of a quorum of shareholders at any meeting duly called for such purpose.

 

Section 8.04. General Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other indemnification granted under any provision in the corporation’s Articles of Incorporation, By-Laws, 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.

 

Section 8.05. Advances. Expenses incurred in defending a civil or criminal action, suit or proceeding as contemplated in this Article may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon a majority vote of a quorum of the Board of Directors and upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount or amounts unless it ultimately be determined that he is to be indemnified by the corporation as authorized by this Article.

 

 

Section 8.06. Scope of Indemnification. The indemnification authorized by this Article shall apply to all present and future directors, officers, employees and agents of the corporation and shall continue as to such persons who cease to be directors, officers, employees, or agents of the corporation and shall inure to the benefit of the heirs, executors, and administrators of all such persons and shall be in addition to all other indemnification permitted by law.

 

Section 8.07. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against any such liability under the provisions of this Article VIII or the laws of the State of Utah, as the same may hereafter be amended or modified. (16-10-4)

 

ARTICLE IX

 

FISCAL YEAR

 

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

 

ARTICLE X

 

DIVIDENDS

 

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

 

ARTICLE XI

 

AMENDMENTS

 

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

 

ARTICLE XII

 

PROCEDURE FOR CONDUCTING MEETINGS

 

All shareholder and director meetings shall be conducted in accordance with the rules and procedures set forth in the most current edition of Roberts’ Rules of Order.