BYLAWS OF
STEAMBOAT DEVELOPMENT CORP.
ARTICLE I - OFFICES
The principal office of the corporation in the State of Utah shall be
located in the City of Salt Lake, County of Salt Lake. The corporation may have
such other offices, either within or without the State of Utah, as the board of
directors may designate or as the business of the corporation may require from
time to time.
The registered office of the corporation required by the Utah Corporation
Act to be maintained in the State of Utah may be, but need not be, identical
with the principal office in the State of Utah, and the address of the
registered office may be changed from time to time by the board of directors.
ARTICLE II - SHAREHOLDER
Section 1. Annual Meeting. The annual meeting of the shareholders
shall be held on the 2nd Wednesday in the month of June in each year, beginning
with the year 1991, at the hour of 2:00 o'clock p.m., for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day. If the
election of directors shall not be held on the day designated herein for any
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 conveniently may be.
Section 2. Special Meeting. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the chairman of the board, by the president or by the board of directors, and
shall be called by the president at the request of the holders of not less than
one-tenth of all the outstanding shares of the corporation entitled to vote at
the meeting.
Section 3. Place of Meeting. The board of directors may designate any
place, either within or without the State of Utah, as the place for the holding
of any annual or special meetings provided, however, that 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, the place of meeting shall be the
registered office of the corporation in the State of Utah.
Section 4. Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than fifty 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 the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice
2
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 5. 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 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 stated period not to exceed,
in any case, fifty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten 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
days and, in case of a meeting of shareholders, not less than ten 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
3
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.
Section 6. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten 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
shareholder, which list, for a period of ten 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 book 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.
Section 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the
4
meeting from time to time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 8. Manner of Acting. The affirmative vote of a majority of the
shares represented at a meeting at which a quorum is present shall be the act of
the shareholders.
Section 9. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
Section 10. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
Section 11. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine.
5
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 treasury shares of its own stock held by the corporation, nor
shares held by another corporation if a majority of 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 12. Informal Action by Shareholders. Any action required or
permitted to 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 all of the shareholders entitled to vote with respect to the subject
matter
6
thereof. Such consent shall have the same force and effect as a unanimous vote
of the shareholders.
ARTICLE III - BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the corporation
shall be managed by its board of directors.
Section 2. Number, Tenure and Qualifications. The number of directors
of the corporation shall be not less than three (3) nor more than nine (9), one
of whom shall be designated by a majority of the full board of directors as
chairman of the board. Each director shall hold office until the next annual
meeting of shareholders and until his successor shall have been qualified or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided. Directors need not be residents of the State of
Utah or shareholders of the corporation.
Section 3. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of the shareholders. By resolution,
the board of directors may determine 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 4. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president of 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, for the holding of
7
additional regular meetings without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president of 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 5. Notice. Notice of any special meeting shall be given at
least two 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.
8
Section 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article II 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 7. Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.
Section 8. Action Without a Meeting. Any action required or permitted
to be taken at a meeting of the directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors. Such consent shall have the same force and effect as a unanimous
vote of the directors.
Section 9. 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.
Any directorship to be filled by reason of an increase in the number of
directors shall be filled by the board of directors for a term of office
continuing until the next annual meeting, or until a special meeting of
stockholders is called for the purpose of electing a director to the office so
created. Any directorship to be filled by reason of the removal of one or more
directors by the
9
shareholders may be filled by election by the shareholders at the meeting at
which the director or directors are removed.
Section 10. Removal. At a meeting called expressly for that purpose,
one or more directors of the entire board of directors may be removed, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.
Section 11. Compensation. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors, and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. Such
compensation shall be reported to the shareholders. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
Section 12. Presumption of Assent. A director of the corporation who
is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
10
ARTICLE IV - OFFICERS
Section 1. Number. The officers of the corporation shall be a
president, one or more vice presidents (the number thereof to be determined by
the board of directors), a secretary, and a treasurer, each of whom shall be
elected by the board of directors. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed by the board
of directors. Any two or more offices may be held by the same person, except the
offices of president and secretary.
Section 2. Election and Term of Office. The officers of the
corporation shall be elected annually by the board of directors at the first
regular meeting of the board of directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall design or shall have
been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent may be removed by the board
of directors whenever in its judgment the best interests of the corporation
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be
11
filled by the board of directors for the unexpired portion of the term.
Section 5. President. The president shall be the principal executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the board of directors. He may sign, with the secretary
of any other proper officer of the corporation thereunto authorized by the board
of directors, certificates for shares of the corporation, and any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the board of directors from time to time.
Section 6. The Vice President. In the absence of the president or in
the event of his death, inability or refusal to act, the vice president (or in
the event there be more than one vice president, the vice presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the president, and when so acting, shall have all the powers of and be
12
subject to all the restrictions upon the president. Any vice president may sign,
with the secretary or an assistant secretary, certificates for shares of the
corporation; and shall perform such other duties as from time to time may be
assigned to him by the president or by the board of directors.
Section 7. The Secretary. The secretary shall: (a) keep the minutes
of the shareholders' and of the board of directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) sign with the president, or a vice
president, certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the board of directors; (f) have
general charge of the stock transfer books of the corporation; and (g) in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him by the president or by the
board of directors.
Section 8. The Treasurer. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the board of directors shall determine. He
shall:
13
(a) have charge and custody of and be responsible for all funds and securities
of the corporation; (b) receive and give receipts for moneys due and payable to
the corporation from any source whatsoever, and deposit all such moneys in the
name of the corporation in such banks, trust companies or other depositaries as
shall be selected in accordance with the provisions of Article VI of these
bylaws; and (c) in general perform all of the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him by
the president or by the board of directors.
Section 9. Assistant Secretaries and Assistant Treasurers. The
assistant secretaries, when authorized by the board of directors, may sign with
the president or a vice president certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the board of
directors. The assistant treasurers shall respectively, if required by the board
of directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively, or by
the president or the board of directors.
Section 10. Salaries. The salaries of the officers shall be fixed from
time to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
14
ARTICLE V - CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares
of stock of the corporation shall be in such form as shall be determined by the
board of directors. Such certificates shall be signed by the president or a vice
president and by the secretary or an assistant secretary. All such certificates
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom a certificate for shares of stock is issued, together with
the number of shares and date of issue, shall be entered on the stock transfer
books of the corporation. All certificates surrendered to the corporation for
transfer shall be cancelled. No replacement certificate for shares of stock of
the corporation shall be issued until the former certificate for a like number
of shares shall have been surrendered and cancelled, except that in case of a
lost, destroyed, or mutilated certificate a new certificate may be issued
therefor upon such terms and indemnity to the corporation as the board of
directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the
15
books of the corporation shall be deemed by the corporation to be the owner
thereof for all purposes.
ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The board of directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts, or other orders
for the payment of money, notes, or other evidences of indebtedness issued in
the name of the corporation, shall be signed by such officer or officers, agent
or agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
Section 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies, or other depositaries as the board of directors
may select.
ARTICLE VII - DIVIDENDS
The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the
16
manner and upon the terms and conditions provided by law and its articles of
incorporation.
ARTICLE VIII - SEAL
The board of directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
the state of incorporation and the words "Corporate Seal."
ARTICLE IX - WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or director
of the corporation under the provisions of these Bylaws, of the Articles of
Incorporation, or of the Utah Business Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE X - AMENDMENTS
These Bylaws may be altered, amended, or repealed and new Bylaws may be
adopted by the board of directors at any regular or special meeting of the board
of directors.
ARTICLE XI - FISCAL YEAR
The fiscal year of the corporation shall end on the 31st day of December
in each year.
ARTICLE XII - EXECUTIVE COMMITTEE
Section 1. Appointment. The board of directors by resolution adopted
by a majority of the full board may designate two or more of its members to
constitute an Executive Committee. The
17
designation of such committee and the delegation thereto of authority shall not
operate to relieve the board of directors, or any member thereof, of any
responsibility imposed by law.
Section 2. Authority. When the board of directors is not in session,
the Executive Committee shall have and may exercise all of the authority of the
board of directors except to the extent, if any, that such authority shall be
limited by the resolution appointing the Executive Committee and except also
that the Executive Committee shall not have the authority of the board of
directors in reference to amending the Articles of Incorporation, adopting a
plan of merger or consolidation, recommending to the shareholders the sale,
lease, or other disposition of all or substantially all of the property and
assets of the corporation otherwise than in the usual and regular course of its
business, recommending to the shareholders a voluntary dissolution of the
corporation or a revocation thereof, or amending the Bylaws of the corporation.
Section 3. Tenure and Qualifications. Each member of the Executive
Committee shall hold office until the next regular annual meeting of the board
of directors following his designation and until his successor is designated as
a member of the Executive Committee and is elected and qualified.
Section 4. Meetings. Regular meetings of the Executive Committee may
be held without notice at such times and places as the Executive Committee may
fix from time to time by resolution. Special meetings of the Executive Committee
may be called by any
18
member thereof upon not less than one day's notice stating the place, date, and
hour of the meeting, which notice may be written or oral, and if mailed, shall
be deemed to be delivered when deposited in the United States mail, first class
postage prepaid, properly addressed to the members of the Executive Committee at
their business address. Any member of the Executive Committee may waive notice
of any meeting and no notice of any meeting need be given to any member thereof
who attends in person. The notice of a meeting of the Executive Committee need
not state the business proposed to be transacted at the meetings.
Section 5. Quorum. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business at any
meeting thereof and action of the Executive Committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
Section 6. Action Without a Meeting. Any action that may be taken by
the Executive Committee at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all of the
members of the Executive Committee.
Section 7. Vacancies. Any vacancy in the Executive Committee may be
filled by a resolution adopted by a majority of the board of directors.
Section 8. Resignation and Removal. Any member of the Executive
Committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of
19
directors. Any member of the Executive Committee may resign from the Executive
Committee at any time by giving written notice to the president or secretary of
the corporation, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 9. Procedure. The Executive Committee shall elect a presiding
officer from its members and may fix its own rules of procedure, which shall not
be inconsistent with these Bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting thereof held next after the proceedings shall have been taken.
ARTICLE XIII - INDEMNIFICATION
The corporation shall 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 or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' 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
20
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.
The corporation shall 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 or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action of 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; 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
21
shall determine upon application that, despite the adjudication of liability, in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
To the extent that a director or officer of the corporation has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in the foregoing two paragraphs of this Bylaw, or in the
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 indemnification under the first two paragraphs of this Bylaw (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director or
officer is proper in the circumstances because he has met the applicable
standard of conduct set forth in said first two paragraphs of this Bylaw. Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit, or
proceeding, or (2) whether such quorum is obtainable or not, if the
disinterested directors so direct, by independent, legal counsel in a written
opinion, or (3) by the stockholders.
Expenses incurred in defending a civil or criminal action, suit, or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit, or proceeding as
22
authorized by the board of directors in the manner provided in the fourth
paragraph of this Bylaw upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized by these Bylaws.
The indemnification provided by these Bylaws shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any Bylaw,
agreement, vote of stockholders, or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, administrators
and executors of such a person. The board of directors may also provide
indemnification under these Bylaws to any employee or agent of the corporation
if the board of directors, in its sole discretion, deems it in the best
interests of the corporation to do so.
The corporation shall have power to 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
23
indemnify him against such liability under the provisions of these Bylaws.
I, THE UNDERSIGNED, being the secretary of Steamboat Development Corp. DO
HEREBY CERTIFY the foregoing to be the Bylaws of said corporation, as adopted
by unanimous resolution of the board of directors dated April 30, 1991.
_____________________________
Secretary
[SEAL]
24
RESOLUTION AMENDING
BYLAWS OF
STEAMBOAT DEVELOPMENT CORP.
The undersigned, being the Directors on the Board of Directors of
Steamboat Development Corp., do hereby adopt the following resolution by
unanimous written consent:
RESOLVED, that Article XI of the Bylaws of the Corporation is hereby
amended to state that the fiscal and taxable year of the Corporation shall
commence on the 1st day of July and end on the 30th day of June of each
year.
DATED this 5th day of February, 1992.
/s/ Alan O. Melchior
----------------------------------------
Alan O. Melchior, Director
/s/ Thomas A. Quinn
----------------------------------------
Thomas A. Quinn, Director
/s/ Richard V. Francis
----------------------------------------
Richard V. Francis, Director
RESOLUTION AMENDING
BYLAWS OF
STEAMBOAT DEVELOPMENT CORP.
The undersigned, being all of the Shareholders and Directors of Steamboat
Development Corp. do hereby adopt the following resolution by unanimous written
consent:
RESOLVED, that Article II Section 1. Annual Meeting. of the Bylaws
of the Corporation is hereby amended to state that the annual meeting of the
shareholders shall be held on the 2nd Wednesday in the month of February in each
year, beginning with the year 1996, at the hour of 2:00 o'clock p.m., for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday, such meeting shall be held on the next succeeding business day.
If the election of directors shall not be held on the day designated herein for
any 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 conveniently may be.
DATED this 25th day of September, 1995.
/s/ Alan O. Melchior
----------------------------------------
Alan O. Melchior, Director
/s/ Thomas A. Quinn
----------------------------------------
Thomas A. Quinn, Director
/s/ Ronald E. Burch
----------------------------------------
Ronald E. Burch, Director
Far West Capital Inc., Shareholder
By: /s/ illegible
------------------------------------
Its: Vice Pres
-----------------------------------
Adopted 2/11/04
STEAMBOAT DEVELOPMENT CORP.
MINUTES OF SPECIAL MEETING
OF
BOARD OF DIRECTORS
TIME AND PLACE
A special meeting of the Board of Directors of Steamboat Development Corp.
(the "Company") was held telephonically on February 11, 2004.
PRESENT
Lucien Y. Bronicki, Yehudit Bronicki and Connie Stechman being all the
Directors of the Company, were present at the meeting. Yehudit Bronicki acted as
Chairman of the meeting and Connie Stechman acted as Secretary.
The Chairman declared that the Directors present constituted the quorum
necessary for the transaction of business at the meeting.
Upon motion duly made and seconded, and after discussion, the following
resolutions were unanimously adopted:
COMPOSITION OF BOARD OF DIRECTORS
RESOLVED, that the Board of Directors shall consist of three Directors.
AMENDMENT OF BYLAWS
RESOLVED, that section that the last sentence of Section 1 of Article IV
of the Company's Bylaws, is hereby amended in its entirety to read as
follows:
"The officers of the corporation shall be those officers appointed
from time to time by the Board or by any other officer empowered to do so.
Any two or more offices may be held by the same person."
[06765-0059/BA040440.002]
