AMENDED BYLAWS
OF
SECURITY NATIONAL FINANCIAL CORPORATION
AMENDED BYLAWS OF
SECURITY NATIONAL FINANCIAL CORPORATION
Table Of Contents
Page
ARTICLE 1 CORPORATE OFFICES.........................................1
1.1 Business Office...........................................1
1.2 Registered Office.........................................1
ARTICLE 2 SHAREHOLDERS..............................................1
2.1 Annual Meeting............................................1
2.2 Special Meetings..........................................1
2.3 Place of Meetings.........................................1
2.4 Notice of Meetings........................................2
2.5 Fixing of Record Date.....................................2
2.6 Voting List...............................................2
2.7 Shareholder Quorum and Voting Requirements................2
2.8 Proxies...................................................3
2.9 Voting Shares.............................................3
2.10 Shareholder Action Without a Meeting......................3
2.11 Waiver....................................................3
ARTICLE 3 BOARD OF DIRECTORS........................................3
3.1 General Powers............................................3
3.2 Number of Directors and Qualification.....................4
3.3 Election and Term of Office...............................4
3.4 Chairman of the board of directors........................4
3.5 Regular Meetings..........................................4
3.6 Special Meetings..........................................4
3.7 Notice....................................................4
3.8 Quorum....................................................5
3.9 Manner of Acting..........................................5
3.10 Vacancies and Newly-Created Directorships.................5
3.11 Fees and Compensation.....................................5
3.12 Presumption of Assent.....................................5
3.13 Resignations..............................................6
3.14 Action by Written Consent.................................6
3.15 Meetings by Telephone Conference Call.....................6
3.16 Removal of Directors......................................6
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Table of Contents, Con't.
Page
ARTICLE 4 COMMITTEES................................................6
4.1 Committees................................................6
4.2 Procedures, Meetings and Quorum...........................7
ARTICLE 5 OFFICERS..................................................7
5.1 Officers..................................................7
5.2 Appointment, Term of Office and Qualification.............7
5.3 Resignations..............................................7
5.4 Removal...................................................8
5.5 Vacancies and Newly-Created Offices.......................8
5.6 President.................................................8
5.7 Vice Presidents...........................................8
5.8 Secretary.................................................8
5.9 Treasurer.................................................9
5.10 Assistant Secretaries and Treasurers......................9
5.11 Salaries..................................................9
5.12 Surety Bonds..............................................9
ARTICLE 6 EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
AND DEPOSIT OF CORPORATE FUNDS 10
6.1 Instruments.............................................10
6.2 Loans...................................................10
6.3 Deposits................................................10
6.4 Checks, Drafts, etc.....................................10
6.5 Bonds and Debentures....................................10
6.6 Sale, Transfer, etc., of Securities.....................11
6.7 Proxies.................................................11
ARTICLE 7 CAPITAL STOCK...........................................11
7.1 Stock Certificates......................................11
7.2 Shares Without Certificates.............................12
7.3 Transfer of Stock.......................................12
7.4 Restrictions on Transfer or Registration of Shares......12
7.5 Regulations.............................................12
7.6 Transfer Agents and Registrars..........................12
7.7 Lost or Destroyed Certificates..........................13
7.8 Consideration for Shares................................13
ARTICLE 8 INDEMNIFICATION.........................................13
8.1 Indemnification.........................................13
8.2 Certain Restrictions on Indemnification.................13
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Table of Contents, Con't
Page
8.3 Mandatory Indemnification...............................13
8.4 Determination...........................................14
8.5 General Indemnification.................................14
8.6 Advances................................................14
8.7 Scope of Indemnification................................14
8.8 Insurance...............................................15
ARTICLE 9 FISCAL YEAR.............................................15
ARTICLE 10 DIVIDENDS...............................................15
ARTICLE 11 AMENDMENTS..............................................15
ARTICLE 12 CONTROL SHARES ACQUISITIONS ACT.........................16
12.1 Shares Subject to Redemption............................16
12.2 Dissenter's Rights......................................16
iii
AMENDED BYLAWS
OF
SECURITY NATIONAL FINANCIAL CORPORATION
ARTICLE 1
CORPORATE OFFICES
1.1 Business Office . The principal office of the Corporation shall be located
at such place within the state of Utah, as may be determined by the Board of
Directors. 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.
1.2 Registered Office . The registered office of the Corporation shall be
located within the state of Utah and may be, but need not be, identical with the
principal office (if located within the state of Utah). The address of the
registered office may be changed from time to time by the Board of Directors.
ARTICLE 2
SHAREHOLDERS
2.1 Annual Meeting . The annual meeting of shareholders shall be held each year
on a date and at a time designated by the Board of Directors. At the meeting,
directors shall be elected and any other proper business may be transacted. If
the election of directors shall not be held on the day designated 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.
2.2 Special Meetings . Special meetings of the shareholders may be called at any
time by the chairman of the board, by the President, or by the Board of
Directors. Special meetings of the shareholders may also be called by the
holders of shares representing at least ten percent of all the votes entitled to
be cast on any issue proposed to be considered at the proposed special meeting
by delivery of one or more signed and dated written demands for the meeting,
stating the purpose or purposes for which it is to be held to the Corporation's
Secretary or other designated officer.
2.3 Place of Meetings . Meetings of shareholders may be held at any place within
or outside the state of Utah as designated by the Board of Directors. In the
absence of any such designation, meetings shall be held at the principal office
of the Corporation.
1
2.4 Notice of Meetings . Written or printed notice stating the place, date, and
hour of the meeting, and in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given not less than ten nor more than
60 days before the date of the meeting, either personally, by facsimile, mail,
or express courier by or at the direction of the chairman of the Board of
Directors, the President, the Secretary, or the officer or person(s) calling the
meeting, to each shareholder of record entitled to vote at such meeting or to
any other shareholder entitled by the Utah Revised Business Corporation Act (the
"Revised Act") or the Corporation's articles of incorporation to receive notice
of the meeting.
2.5 Fixing of Record Date . For the purpose of determining shareholders of any
voting group entitled to notice of or to vote at any meeting of shareholders, or
shareholders entitled to take action without a meeting, or shareholders entitled
to receive payment of any distribution or dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may fix in advance a date as the record date. Such record date shall
not be more than 70 days prior to the date on which the particular action
requiring such determination of the shareholders is to be taken. If no record
date is so fixed by the Board of Directors, the record date for determination of
such shareholders shall be determined in accordance with the Revised Act.
2.6 Voting List . Unless otherwise directed by the Board of Directors, the
Secretary of the Corporation shall prepare a list of the names of all of the
shareholders who are entitled to be given notice of the meeting. The list shall
be arranged by voting group, and within each voting group by class or series of
shares. The list shall be alphabetical within each class or series and must show
the address of, and the number of shares held by, each shareholder. The
shareholder list must be made available for inspection by any shareholder in
accordance with the Revised Act.
2.7 Shareholder Quorum and Voting Requirements. If the Corporation's articles of
incorporation or the Revised Act provide for voting by a single voting group on
a matter, action on that matter is taken when voted upon by that voting group.
If the articles of incorporation or the Revised Act provide for voting by two or
more voting groups on a matter, action on that matter is taken only when voted
upon by each of those voting groups counted separately. One voting group may
vote on a matter even though another voting group entitled to vote on the matter
has not voted.
Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation, these amended bylaws or the
Revised Act provide otherwise, a majority of the votes entitled to be cast on
the matter by the voting group constitutes a quorum of that voting group for
action on that matter.
Once a share is represented for any purpose at a meeting, including the
purpose of determining that a quorum exists, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for the adjourned meeting.
If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation, these amended bylaws, or the Revised Act require a
greater number of affirmative votes.
2
2.8 Proxies . At all meetings of shareholders, a shareholder may vote in person,
or vote by a proxy that is executed by the shareholder or that is executed by
the shareholder's duly authorized agent or attorney-in-fact, or by an electronic
transmission containing or accompanied by information that indicates that the
shareholder, or the shareholders duly authorized agent or attorney-in-fact
authorized the transmission. Such proxy shall be filed with the Secretary of the
Corporation, the inspector of election, or any other person authorized to
tabulate votes 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.
2.9 Voting Shares . Each outstanding share, regardless of class, and except as
otherwise required by the Revised Act, shall be entitled to one vote, and each
fractional share is entitled to a corresponding fractional vote, on each matter
submitted to a vote at a meeting of the 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 of this Corporation as permitted by the Revised
Act.
Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price upon surrender of
the shares.
Unless the articles of incorporation of this Corporation provide otherwise,
at each election for directors, every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, all of the votes
to which the shareholder's shares are entitled for as many persons as there are
directors to be elected and for whose election such shareholder has a right to
vote.
2.10 Shareholder Action Without a Meeting . Any action required to be taken at a
meeting of the shareholders, or any other action that 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, is signed by all the shareholders entitled to
vote with respect to the subject matter thereof.
2.11 Waiver. A shareholder may waive any required notice in accordance with the
Revised Act.
ARTICLE 3
BOARD OF DIRECTORS1
3.1 General Powers . All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
under the direction of, the Board of Directors, subject to any limitation set
forth in the articles of incorporation or in a shareholder's agreement
authorized under the Revised Act.
3
3.2 Number of Directors and Qualification . The initial authorized number of
directors shall be not less than five nor more than twelve unless otherwise
specified from time to time by resolution of the Board of Directors, but shall
not be less than three unless the number of shareholders of the Corporation is
less than three, in which event the Corporation may have a number of directors
equal to or greater than the number of shareholders. Directors need not be
residents of the state of Utah. Every person elected to be a director who, after
such election, shall cease to be a shareholder, shall cease to be a director and
his office shall then become vacant.
3.3 Election and Term of Office . Directors shall be elected at each annual
meeting of the shareholders to hold office until the next succeeding annual
meeting. Each director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected and until a
successor has been elected and qualified. No decrease in the authorized number
of directors shall have the effect of shortening the term of any incumbent
director.
3.4 Chairman of the Board of Directors . The Board of Directors may elect a
Chairman of the Board of Directors, which person shall at all times be a
director. The Chairman of the Board of Directors, if such a person is elected,
shall, if present, preside at meetings of the Board of Directors and exercise
and perform such other powers and duties as may from time to time be assigned to
him by the Board of Directors or as may be prescribed by these amended bylaws.
Unless otherwise restricted by law, the Chairman of the Board of Directors may
also be given the duties of an officer of the Corporation, as well as serve as
an officer, as determined by the Board of Directors. The period(s) of service by
the Chairman of the Board of Directors shall be determined by the Board of
Directors. In the absence of the Chairman of the Board of Directors, if elected,
the Board of Directors may appoint another member of the Board of Directors to
conduct the meeting(s) of the Board of Directors.
3.5 Regular Meetings . The Board of Directors may provide by resolution the time
and place, either within or without the state of Utah, for the holding of
regular meetings without notice other than such resolution.
3.6 Special Meetings . Special meetings of the Board of Directors for any
purpose or purposes may be called at any time by or at the request of the
Chairman of the Board of Directors, the 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.
3.7 Notice . Notice of the date, time, and place of any special meeting of the
Board of Directors shall be delivered personally or by telephone to each
director or sent by mail, express courier, or facsimile, charges prepaid,
addressed to each director at that director's address as it is shown on the
records of the Corporation. If the notice is mailed, it shall be deposited in
the United States mail at least five days before the time of the holding of the
meeting. If the notice is delivered personally, by express courier, or by
telephone, facsimile, telegraph or electronic mail, it shall be delivered at
least 48 hours before the meeting begins. Any oral notice given personally or by
telephone may be communicated either to the director or to a person at the
office of the director who the person giving notice has reason to believe will
promptly communicate it to the director. Any director may waive notice of any
meeting by delivering a written waiver to the Corporation to file in its
corporate records, and attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where the 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 and does not thereafter vote for
or consent to action taken at the meeting. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of Directors
needs to be specified in the notice or waiver of notice of such meeting.
4
3.8 Quorum . A majority of the authorized number of directors as fixed in
accordance with these amended bylaws shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than a majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice until a quorum
shall be present.
3.9 Manner of Acting . The act of a 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 amended bylaws, be the act of the Board of Directors.
3.10 Vacancies and Newly-Created Directorships . 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, or by the affirmative vote of
the majority of shares entitled to vote for directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office. The term "vacancy" includes any directorship authorized under Section
3.2 but not filled by shareholders at the annual meeting, whether or not such
directorship had a prior encumbrance.
3.11 Fees and Compensation . Directors may receive such compensation, if any,
for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the Board of Directors. This section shall not be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent, employee, or otherwise and receiving compensation
for those services.
3.12 Presumption of Assent . A director who is present at a meeting of the Board
of Directors when corporate action is taken is considered to have consented to
the action taken at the meeting unless the director objects at the beginning of
the meeting, or promptly upon arrival, to holding the meeting or transacting
business at the meeting and does not thereafter vote for or consent to any
action taken at the meeting, or the director contemporaneously requests his
dissent or abstention as to any specific action to be entered into the minutes
of the meeting, or the director causes written notice of a dissent or abstention
as to a specific action to be received by the presiding officer of the meeting
before adjournment of the meeting or by the Corporation promptly after
adjournment of the meeting.
5
3.13 Resignations . A director may resign at any time by giving a written notice
of resignation to either the Chairman of the Board of Directors, the President,
a Vice President, or the Secretary or Assistant Secretary, if any. Unless
otherwise provided in the resignation, the resignation shall become effective
when the notice is received by an officer or director of the Corporation. If the
resignation is effective at a future time, the Board of Directors may elect a
successor to take office when the resignation becomes effective.
3.14 Action by Written Consent . Any action required to be taken at a meeting of
the Board of Directors of the Corporation or any other action that may be taken
at a meeting of the Board of Directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all of the
directors. Such consent shall have the same legal effect as a unanimous vote of
all the directors and may be described as such in any document or instrument.
Action taken pursuant to this Section is effective when the last director signs
a writing describing the action taken, unless the Board of Directors establishes
a different effective date.
3.15 Meetings by Telephone Conference Call. Members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors or committee, as the case may be, by means of
conference telephone call or similar communications equipment by which all
persons participating in the meeting can hear each other throughout the meeting.
Participation in such a meeting shall constitute presence in person at such
meeting.
3.16 Removal of Directors. The shareholders may remove one or more directors at
a meeting called for that purpose if notice has been given that a purpose of the
meeting is such removal. The removal may be with or without cause unless the
articles of incorporation provide that directors may only be removed with cause.
If a director is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove such
director. A director may be removed only if the number of votes cast to remove
such director exceeds the number of votes cast not to remove such director.
ARTICLE 4
COMMITTEES
4.1 Committees. The Board of Directors shall by resolution adopted by a majority
of the Board of Directors designate from among its members an audit committee
and may from time to time by resolution adopted by a majority of the Board of
Directors designate from among its members one or more committees in addition to
an audit committee, including, but not limited to, a compensation committee and
an executive committee, each of which shall have such authority of the Board of
Directors as may be specified in the resolution of the Board of Directors
designating such committee; provided, however, that any such committee so
designated shall not have any powers not allowed under the Revised Act. The
chairman of any such committee shall be designated by the Board of Directors.
Each committee must have at least three directors as members. The Board of
Directors shall have power at any time to change the members of any such
committee, designate alternate members of any such committee, and fill all
vacancies therein. Any such committee shall serve at the pleasure of the Board
of Directors.
6
4.2 Procedures, Meetings and Quorum. Meetings of any committee designated by the
Board of Directors may be held at such times and places as the chairman of such
committee shall from time to time determine. Notice of such meetings shall be
given within the same times and by the same means as set forth in these amended
bylaws for meetings of the Board of Directors. At every meeting of any such
committee, the presence of a majority of all of the members of such committee
shall be necessary for the transaction of business, and the action of any such
committee must be authorized by the affirmative vote of a majority of the
members present at such meeting at which a quorum is present. Any such committee
shall keep minutes of its proceedings, and all action by such committee shall be
reported to the Board of Directors at its meeting next succeeding such action.
ARTICLE 5
OFFICERS
5.1 Officers. Except as provided otherwise by a resolution of the Board of
Directors, the officers of the Corporation shall be a President, one or more
Vice Presidents as may be determined by resolution of the Board of Directors, a
Secretary and a Treasurer. The principal officers of the Corporation shall be
the President, Treasurer and Secretary and such offices shall be held by three
separate natural persons. The Corporation may also have, at the discretion of
the Board of Directors, one or more assistant secretaries, one or more assistant
Treasurers, and such other officers as may be appointed by the Board of
Directors. Officers need not be shareholders of the Corporation.
5.2 Appointment, Term of Office and Qualification. The officers of the
Corporation shall be appointed by, and serve at the pleasure of, the Board of
Directors, subject to any rights of an officer under any contract of employment.
Appointment of officers shall take place annually or at such other intervals as
the Board of Directors may determine, and may be made at regular or special
meetings of the Board of Directors or by the written consent of the directors.
Each officer shall hold office until his successor shall have been duly
appointed and qualified or until such officer's death, resignation, or removal
in the manner provided in these amended bylaws. No officer provided for in this
Article 5 need be a director of the Corporation nor shall any such officer be a
director unless elected a director in accordance with these amended bylaws.
5.3 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 such
delivery of the resignation; and, unless otherwise specified in the resignation,
the acceptance of the resignation shall not be necessary to make it effective.
Any resignation is without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party.
7
5.4 Removal. Any officer may be removed by the Board of Directors or by a
committee, if any, if so authorized 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.
5.5 Vacancies and Newly-Created Offices. A vacancy in any office may be filled
by the Board of Directors at any regular or special meeting or by the unanimous
written consent of the directors.
5.6 President. Unless the Board of Directors shall otherwise determine, the
President shall be the chief executive officer of the Corporation, and, if so
designated by resolution of the Board of Directors, shall also have the title
chief executive officer, and shall, subject to the control of the Board of
Directors, have general supervision, direction, and control of the business,
officers, employees, and agents of the Corporation. The President shall, when
present, preside at meetings of the shareholders. The President shall have the
general powers and duties of management usually vested in the office of
President of a Corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors or these amended bylaws.
5.7 Vice Presidents. In the absence or disability of the President, the Vice
Presidents, in order of their rank as fixed by the Board of Directors or, if not
ranked, a Vice President designated by the Board of Directors, shall perform all
the duties of the President and, when so acting, shall have all the powers of,
and be subject to all the restrictions upon, the President. The Vice Presidents
shall have such other powers and perform such other duties as may from time to
time be prescribed for them by the Board of Directors, these amended bylaws, the
President, or the chairman of the Board of Directors and, unless otherwise so
prescribed, the powers and duties customarily vested in the office of Vice
President of a Corporation.
5.8 Secretary. The Secretary shall keep or cause to be kept, at the principal
executive office of the Corporation or such other place as the Board of
Directors may direct, a book of minutes of the proceedings of all meetings of,
and a record of all actions taken by, the Board of Directors or any committees
of the Board of Directors. The Secretary shall cause all notices of meetings to
be duly given in accordance with the provisions of these amended bylaws and as
required by the Revised Act.
The Secretary shall be the custodian of the corporate records and of the
seal, if any, of the Corporation. Unless otherwise required by law or by the
Board of Directors, the adoption or use of a corporate seal is not required. The
Secretary shall see that the books, reports, statements, certificates, and other
documents and records required by the Revised Act are properly kept and filed.
The Secretary 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
alphabetically arranged names and addresses of the holders of record thereof,
the number of shares held by each holder, and the time when each became a holder
of record. The Secretary shall exhibit at all reasonable times to any director,
upon application, the original or duplicate stock register. The Secretary shall
cause the stock ledger to be kept and exhibited at the principal office of the
Corporation in the manner and for the purposes provided by these amended bylaws
and the Revised Act.
The Secretary shall perform all duties incident to the office of Secretary
and such other duties as are given to him or her by law or these amended bylaws
or as from time to time may be assigned by the Board of Directors.
8
5.9 Treasurer. The Treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the properties
and business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
and shares. The books of account shall at all reasonable times be open to
inspection by any director.
The Treasurer shall deposit all monies and other valuables in the name and
to the credit of the Corporation with such depositories as may be designated by
the Board of Directors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
President and the Board of Directors, whenever they request it, an account of
all of transactions taken as Treasurer and of the financial condition of the
Corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or these amended bylaws.
5.10 Assistant Secretaries and Treasurers. Any assistant secretaries or
assistant Treasurers elected by the Board of Directors shall perform such of the
duties of the Secretary or the Treasurer, respectively, as may be assigned to
them by the officers they are elected to assist, or as may otherwise be
prescribed for them by the Board of Directors.
5.11 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 officers. 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.
5.12 Surety Bonds. In the event the Board of Directors shall so require, any
officer or agent of the Corporation shall provide the Corporation with a bond,
in such sum and with such surety or sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his or her duties to the
Corporation, including responsibility for negligence and for the accounting of
all property, monies, or securities of the Corporation that may come under his
or her responsibility.
9
ARTICLE 6
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
AND DEPOSIT OF CORPORATE FUNDS
6.1 Instruments. The Board of Directors may authorize any officer, 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.
6.2 Loans . No loan to the Corporation shall be contracted, no negotiable paper
or other evidence of its obligation under any loan to the Corporation 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.
6.3 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 so to do
by the Board of Directors.
6.4 Checks, Drafts, etc. All checks, drafts, acceptances, notes, endorsements,
and, subject to the provisions of these amended bylaws, 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.
6.5 Bonds and Debentures . Every bond or debenture issued by the Corporation
shall be evidenced by an appropriate instrument signed by the President or a
Vice President and by the Secretary. 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.
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6.6 Sale, Transfer, etc., of Securities. Sales, transfers, endorsements, and
assignments of shares of stock, 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.
6.7 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 of the Corporation or by any officer or agent
thereunto authorized by the Board of Directors.
ARTICLE 7
CAPITAL STOCK
7.1 Stock Certificates. The shares of the Corporation may, but need not be,
represented by certificates. If the shares are represented by certificates, the
certificates shall be signed by two officers as designated by the Board of
Directors, or in the absence of such designation, any two of the following
officers: the President, any Vice President, the Secretary, or any assistant
Secretary of the Corporation. The signatures of the designated officers upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation itself or an
employee of the Corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issue.
If the Corporation is authorized to issue different classes of shares or a
different series within a class, the designations, preferences, limitations, and
relative rights applicable to each class, the variations in preferences,
limitations, and relative rights determined for each series, and the authority
of the Board of Directors to determine variations for any existing or future
class or series, must be summarized on the front or back of each share
certificate. Alternatively, each certificate may state conspicuously on its
front or back that the Corporation will furnish the shareholder this information
on request in writing, without charge.
Each certificate representing shares shall also state upon the face thereof:
(a) The name of the issuing Corporation and that it is organized under the
laws of the state of Utah.
(b) The name of the person to whom the certificate is issued.
(c) The number and class of shares, and the designation of the series, if
any, which such certificate represents.
There shall be entered upon the stock transfer 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. Unless otherwise required by the
Revised Act, or by the Board of Directors in accordance with applicable law, the
foregoing with respect to shares does not affect shares already represented by
certificates.
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7.2 Shares Without Certificates . The Board of Directors may authorize the
issuance of some or all of the shares of any or all of the classes or series of
the Corporation's stock without certificates. The authorization does not affect
shares already represented by certificates until they are surrendered to the
Corporation. Within a reasonable time after the issuance or transfer of shares
without certificates, the Corporation shall send the shareholder a written
statement of the information required on certificates as stated in Section 7.1
of these amended bylaws.
7.3 Transfer of Stock . Transfers of stock shall be made only upon the stock
transfer books of the Corporation kept at the principal office of the
Corporation or by the transfer agent(s) designated to transfer shares of the
stock of the Corporation. Except where a certificate is issued in replacement of
a lost or destroyed certificate as provided in these amended bylaws, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor. Except as
otherwise provided by law, the Corporation and the transfer agent(s) and
registrar(s), 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 other person
whether or not it or they shall have express or other notice thereof.
7.4 Restrictions on Transfer or Registration of Shares . The Board of Directors
may, as they may deem expedient, impose restrictions on the transfer or
registration of transfer of shares of the Corporation. The restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of the
restriction or otherwise consented to the restriction.
The restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder, if the
restriction is authorized by the Revised Act and its existence is noted
conspicuously on the front or back of the certificate, or if the restriction is
contained in the information statement that is sent to shareholders whose shares
are not represented by certificates pursuant to Section 7.2 of these amended
bylaws.
7.5 Regulations . Subject to the provisions of these amended bylaws and of the
articles of incorporation, the Board of Directors may make such rules and
regulations as it may deem expedient concerning the issuance, transfer,
redemption, and registration of certificates for shares of the stock of the
Corporation.
7.6 Transfer Agent(s) and Registrar(s). The Board of Directors may appoint one
or more transfer agent(s) and one or more registrar(s) 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
agent(s) and registrar(s).
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7.7 Lost or Destroyed Certificates. In the event of the loss or destruction of
any certificate of stock, another may be issued in its place pursuant to such
regulations as the Board of Directors may establish concerning proof of such
loss, theft, or destruction and concerning the giving of a satisfactory bond or
bonds of indemnity.
7.8 Consideration for Shares. The Board of Directors may authorize the issuance
of shares for consideration consisting of any tangible or intangible property or
benefit to the Corporation, including cash, promissory notes, services
performed, contracts or arrangements for services to be performed, or other
securities of the Corporation. The terms and conditions of any tangible or
intangible property or benefit to be provided in the future to the Corporation,
including contracts or arrangements for services to be performed, shall be set
forth in writing. The Corporation may place in escrow shares issued in
consideration for contracts, arrangements for future services or benefits, or in
consideration of a promissory note, or make other arrangements to restrict
transfer of the shares issued for any such consideration, and may credit
distributions in respect of the shares against the purchase price until the
services are performed, the note is paid, or the benefits are received. If the
specified future services are not performed, the note is not paid, or the
benefits are not received, the shares escrowed or restricted and the
distributions credited may be cancelled in whole or in part.
ARTICLE 8
INDEMNIFICATION
8.1 Indemnification. Except as provided in Section 8.2 of these amended bylaws,
the Corporation may, to the maximum extent and in the manner permitted by the
Revised Act, indemnify an individual made a party to a proceeding because he is
or was a director, against liability incurred in the proceeding if his conduct
was in good faith, he reasonably believed that his conduct was in, or not
opposed to, the Corporation's best interests, and in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Termination of the proceeding by judgment, order, settlement, conviction, upon a
plea of nolo contendere or its equivalent, is not, of itself, determinative that
the director did not meet the standard of conduct described in this section.
8.2 Certain Restrictions on Indemnification. The Corporation may not indemnify a
director under Section 8.1 of these amended bylaws, in connection with a
proceeding by or in the right of a Corporation in which the director was
adjudged liable to the Corporation, or in connection with any other proceeding
charging that the director derived an improper personal benefit, whether or not
involving action in his official capacity, in which proceeding he was adjudged
liable on the basis that he derived an improper personal benefit.
8.3 Mandatory Indemnification . The Corporation shall indemnify a director who
was successful, on the merits or otherwise, in the defense of any proceeding, or
in the defense of any claim, issue, or matter in the proceeding, to which he was
a party because he is or was a director of the Corporation, against reasonable
expenses incurred by him in connection with the proceeding or claim with respect
to which he has been successful.
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8.4 Determination . The Corporation may not indemnify a director under Section
8.1 of these amended bylaws unless authorized and a determination has been made
in a specific case that indemnification of the director is permissible in the
circumstances because the director has met the applicable standard of conduct
set forth in Section 8.1 of these amended bylaws. Such determination shall be
made either (a) by the Board of Directors by majority vote of those present at a
meeting at which a quorum is present, and only those directors not parties to
the proceedings shall be counted in satisfying the quorum requirement, (b) if a
quorum cannot be obtained, by majority vote of a committee of the Board of
Directors designated by the Board of Directors, which committee shall consist of
two or more directors not parties to the proceeding, except that the directors
who are not parties to the proceeding may participate in the designation of
directors for the committee, (c) by special legal counsel selected by the Board
of Directors or a committee of the Board of Directors in the manner prescribed
by the Revised Act, or (d) by the shareholders, by a majority of the votes
entitled to be cast by holders of qualified shares present in person or by proxy
at a meeting. The majority of the votes entitled to be cast by the holders of
all qualified shares constitutes a quorum for purposes of action that complies
with this Section. Shareholders' action that otherwise complies with this
Section is not affected by the presence of holders, or the voting, of shares
that are not qualified shares as determined under the Revised Act.
8.5 General Indemnification . The indemnification and advancement of expenses
provided by this Article 8 shall not be construed to be exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under the articles of incorporation, these amended bylaws, any
agreement, any 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.
8.6 Advances . The Corporation in accordance with the Revised Act may pay for or
reimburse the reasonable expenses incurred by any director who is a party to a
proceeding in advance of final disposition of the proceeding if (a) the director
furnishes the Corporation a written affirmation of his good faith belief that he
has met the applicable standard of conduct described in Section 8.1 of these
amended bylaws, (b) the director furnishes to the Corporation a written
undertaking in the form required by the Revised Act, executed personally or on
his behalf, to repay the advance if it is ultimately determined that he did not
meet the standard of conduct, and (c) a determination is made that the facts
then known to those making a determination would not preclude indemnification
under this Article 8.
8.7 Scope of Indemnification . The indemnification and advancement of expenses
authorized by this Article 8 is intended to permit the Corporation to indemnify
to the fullest extent permitted by the laws of the state of Utah, any and all
persons whom it shall have power to indemnify under such laws from and against
any and all of the expenses, liabilities, or other matters referred to in or
covered by such laws. Any indemnification or advancement of expenses hereunder
shall, unless otherwise provided when the indemnification or advancement of
expenses is authorized or ratified, continue as to a person who has ceased to be
a director, officer, employee, or agent of the Corporation and shall inure to
the benefit of such person's heirs, executors and administrators. This Article 8
is a summary of the indemnification provisions of the Revised Act. In the event
of a conflict between the provisions of this Article 8 and the Revised Act, as
the case may be, shall control.
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8.8 Insurance . The Corporation may purchase and maintain liability insurance on
behalf of a person who is or was a director, officer, employee, fiduciary, or
agent of the Corporation, or who, while serving as a director, officer,
employee, fiduciary, or agent of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee,
fiduciary, or agent of another foreign or domestic Corporation, or other person,
or of an employee benefit plan, against liability asserted against or incurred
by him in any such capacity or arising out of his status in any such capacity,
whether or not the Corporation would have the power to indemnify him against the
liability under the provisions of this Article 8 or the laws of the state of
Utah, as the same may hereafter be amended or modified.
ARTICLE 9
FISCAL YEAR
The fiscal year of the Corporation shall be fixed by resolution of the Board of
Directors.
ARTICLE 10
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 11
AMENDMENTS
These amended bylaws may be amended by a two-thirds majority of the Board
of Directors at any time, except to the extent that the articles of
incorporation, these amended bylaws or the Revised Act reserve this power
exclusively to the shareholders, in whole or part. These amended bylaws may also
be amended at any time by the shareholders.
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ARTICLE 12
CONTROL SHARES ACQUISITIONS ACT
12.1 Shares Subject to Redemption. If a person proposes to make or has made a
control share acquisition, as defined under the Utah Control Shares Acquisitions
Act (the "Act"), and no acquiring person statement has been delivered to the
Corporation by such acquiring person pursuant to Section 61-6-7 of the Act, or
if the acquiring person has filed the acquiring person statement but the control
shares have not been accorded full voting rights by the shareholders, the
Corporation shall have the right to redeem, at fair market value, as defined in
the Act, the control shares of the acquiring person, as defined in Section
61-6-2 of the Act. Any such redemption hereunder shall take place within 60 days
after the last acquisition of control shares by the acquiring person. Control
shares acquired in a control share acquisition are not subject to redemption by
the Corporation after a statement by the acquiring person has been delivered to
the Corporation, unless the shares are not accorded full voting rights by the
shareholders as provided in Section 61-6-10 of the Act.
12.2 Dissenter's Rights. In the event control shares required in a control share
acquisition are accorded full voting rights pursuant to provisions of the Act,
and the acquiring person has acquired control shares with a majority or more of
the voting power, the shareholders of the Corporation shall not have dissenter's
rights as provided in Section 61-6-12 of the Act.
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