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BYLAWS
of
QUESTAR CORPORATION
A Utah Corporation
OFFICES
SECTION 1. The principal office shall be in Salt Lake City, Salt Lake
County, Utah. The Corporation may also have an office at such other places as
the Board of Directors may from time to time appoint or the business of the
Corporation may require.
SEAL
SECTION 2. The corporate seal shall be inscribed with the name of the
Corporation, the year of its organization, and the words "Corporate Seal, Utah."
The seal may be used by causing it, or a facsimile thereof, to be impressed,
affixed or reproduced.
STOCKHOLDERS' MEETINGS
SECTION 3. All meetings of the stockholders shall be held at the office of
the Corporation in Salt Lake City, Salt Lake County, State of Utah or any other
convenient location within the United States as the Board of Directors may fix.
SECTION 4. The annual meeting of stockholders shall be held at such date
and time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, at which stockholders shall elect, by
plurality vote, directors equal in number to those with terms that expire as of
the same date and transact such other business as may properly be brought before
the meeting.
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SECTION 5. Special meetings of the stockholders, for any proper purpose or
purposes may be called by the Board of Directors. Special meetings shall be
called by the Chairman or Secretary at the request in writing of the holders
entitled to cast at least 10 percent of the votes that all stockholders are
entitled to cast on any issue proposed or to be considered at the particular
meeting. Such written request shall state the purpose or purposes of the
proposed meeting. Upon a request from holders entitled to call a special
meeting, the Board of Directors shall determine a place and time for such
meeting, which time (other than special meetings called pursuant to Utah's
Control Shares Acquisition Act) shall be not less than ninety (90) nor more than
one hundred and twenty (120) days after the receipt and determination of the
validity of such request; and a record date for the determination of
stockholders entitled to vote at such meeting. Following such receipt and
determination, notice shall be delivered to the stockholders entitled to vote at
such meeting in the manner set forth in the Bylaws that a meeting will be held
at the time and place so determined. The Board of Directors or the Chairman of
the Board of Directors may determine rules and procedures for the conduct of the
meeting.
SECTION 6. Holders of a majority of the stock issued and outstanding and
entitled to vote, present in person or represented by proxy, shall be requisite
and shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. Abstentions, withheld votes, and broker non-
votes are counted for purposes of determining whether a quorum is present. If,
however, such majority shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote, present in person or by proxy,
shall have power to adjourn the meeting, from time to time, without notice other
than announcement at the meeting, until such requisite amount of
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voting stock shall be present. At such adjourned meeting at which the requisite
amount of voting stock shall be represented, any business may be transacted that
might have been transacted at the meeting as originally notified.
SECTION 7. The Secretary shall give, but in case of his failure, any other
officer of the Corporation may give, written or printed notice to the
stockholders stating the place, day and hour of each meeting of stockholders
and, in case of a special meeting, the purpose or purposes for which the meeting
is called. Such notice shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting.
SECTION 8. Notice may be given either personally or by mail, and if given
by mail, such notice shall be deemed to be delivered when deposited in the
United States mails addressed to the stockholder at such address as it appears
on the stock transfer books of the Corporation, with postage prepaid thereon.
SECTION 9. At each meeting of the stockholders, every stockholder having
the right to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing, subscribed by such stockholder and bearing a date not
more than eleven months prior to the meeting, unless the instrument provides for
a longer period. Each stockholder shall have one vote for each share of stock
registered in the stockholder's name on the books of the Corporation as of the
record date set for such meeting. The vote for directors, and, upon the demand
of any stockholder, the vote upon any question before the meeting, shall be by
ballot. All elections shall be had and all questions decided by a plurality
vote, except as otherwise provided in these Bylaws, the Articles of
Incorporation, or applicable law. For purposes of determining whether a
plurality vote, a majority vote or a supermajority vote (if required by the
Bylaws, the Articles of Incorporation, or applicable law) has
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been achieved, only votes cast "for" or "against" are included. Abstentions,
withheld votes, and broker non-votes are not considered votes cast.
SECTION 10. A complete list of stockholders entitled to vote at the ensuing
election shall be prepared and be available for inspection at the Corporation's
principal office by any stockholder beginning two business days after notice is
given of the meeting for which the list was prepared and continuing throughout
the meeting. The list shall be arranged by voting group and by class or series
of shares within each voting group and be alphabetical within each voting group
or class. The list shall indicate each stockholder's name, address, and number
of voting shares.
A stockholder, directly or through an agent or attorney, has the right to
inspect and copy, at his expense, the list of stockholders prepared in
connection with each meeting of stockholders. The stockholder must make a
written request to examine the list and must examine it during the Corporation's
regular business hours.
SECTION 11. Business transacted at all special meetings of the stockholders
shall be confined to the objects stated in the call and notice.
SECTION 12. Only proposals properly brought before the Corporation's annual
or special meeting of stockholders may be considered and voted upon by
stockholders. A proposal shall be properly brought before the meeting if it is
specified in the notice of such meeting (or any supplement to such notice)
mailed by the Corporation to the stockholders, or if it is otherwise properly
brought before the meeting by or at the direction of the Corporation's Board of
Directors, or if such proposal is otherwise properly brought before an annual
meeting by a stockholder entitled to vote at such meeting who has complied with
the procedures specified in this section of the Corporation's Bylaws. A
stockholder desiring to make a proposal before the annual meeting that
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is not contained in the notice of such meeting distributed, by order of the
Board of Directors, to the Corporation's stockholders must give timely notice of
the proposal, in proper written form, to the Corporation's Secretary at the
Corporation's principal executive offices.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than ninety (90) days nor more than one hundred twenty (120) days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders; PROVIDED, HOWEVER, that in the event that the annual meeting is
called for a date that is not within twenty-five (25) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs.
To be proper written form, a stockholder's notice to the Secretary must set
forth the following information: (a) a clear and concise statement of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and record address
of such stockholder, (c) the number of shares of the Corporation's common stock
that are owned beneficially or of record by such stockholder, (d) a description
of all arrangements or understandings between such stockholder and any other
person or persons (including their names) in connection with the proposal of
such business by such stockholder and any material interest of such stockholder
in such business, and (e) a representation that such stockholder is a holder of
stock of the Corporation entitled to vote at such meeting and that such
stockholder intends to appear in person or by proxy at the annual meeting to
bring such business before the meeting.
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In addition, notwithstanding anything in this section of the Corporation's
Bylaws to the contrary, a stockholder intending to nominate one or more persons
for election as a director at any annual or special meeting of stockholders must
comply with Section 13 of these Bylaws for such nominations to be properly
brought before such meeting.
No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this section of the Corporation's Bylaws. If the Chairman of an annual
meeting determines that business was not properly brought before the annual
meeting in accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the business was not properly brought before the meeting and
such business shall not be conducted at the meeting.
No business shall be conducted at a special meeting of stockholders except
for such business as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting or such business as is otherwise properly
brought before the meeting by or at the direction of the Corporation's Board of
Directors.
SECTION 13. At any meeting of stockholders at which directors are to be
elected, nominations of persons for election to the Corporation's Board of
Directors may be made by or at the direction of the Board of Directors or by any
stockholder entitled to vote for the election of directors at such meeting. Any
stockholder proposing to make such nominations, if other than at the direction
of the Board of Directors, may nominate one or more persons for election as
directors only if timely notice of such stockholder's intent is given in proper
written form to the Corporation's Secretary at the Corporation's principal
executive offices.
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To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than ninety (90) days nor more than one hundred twenty (120) days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders; PROVIDED, HOWEVER, that in the event that the annual meeting is
called for a date that is not within twenty-five (25) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs.
To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation and employment of the person, (iii)
the number of shares of the Corporation's common stock that are owned
beneficially or of record by the person and (iv) any other information relating
to the person that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") (or in any law or statute replacing
such section), and the rules and regulations promulgated thereunder; and (b) as
to the stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the number of shares of the Corporation's common stock that
are owned beneficially or of record by such stockholder, (iii) a description of
all arrangements or understandings between such stockholder and each proposed
nominee and, any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder is
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a holder of record of stock of the Corporation entitled to vote at the meeting
to nominate the person or persons named in its notice, and (v) any other
information relating to such stockholder as would be required to be disclosed in
a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act (or in any law or statute replacing such section) and the rules and
regulations promulgated thereunder. Such notice must be accompanies by a written
consent, signed by each proposed nominee, to being named as a nominee and to
serve as a director of the Corporation if so elected.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this section of
the Corporation's Bylaws. If the Chairman of the meeting determined that a
nomination was not made in accordance with the foregoing procedures, the
Chairman shall declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded and not placed upon the ballot.
SECTION 14. The Chairman of the Board of Directors, or in his absence, the
presiding officer, shall have complete authority to establish the rules of
conduct to be followed at any meeting of stockholders and to make all decisions
concerning procedural issues or questions raised at any meeting of stockholders;
provided, however, that the Chairman or presiding officer shall not take any
action or make any decision that contravenes applicable state law.
DIRECTORS
SECTION 15. The property and business of this Corporation shall be managed
under the direction of the Board of Directors. The Board shall consist of
thirteen directors. The Board of Directors shall be divided into three classes,
as nearly equal in number as the total number of directors constituting the
entire Board permits, with the term of office of one class expiring each
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year. Each class shall hold office for terms expiring at the third Annual
Meeting of Stockholders following the most recent election of such class and
when their successors are elected and qualified. Notwithstanding any other
provision of the Articles of Incorporation or these Bylaws, any director, or
directors, including the entire Board of Directors, may be removed, but only for
cause and by the affirmative vote of at least two-thirds of the issued and
outstanding stock of the Corporation that is entitled to vote for the elections
of directors, and no qualification for the office of director that may be
provided for in the Articles of Incorporation or Bylaws shall apply to any
director in office at the time such qualification was adopted or to any
successor appointed by the remaining directors to fill the term of such
director.
SECTION 16. The directors may hold their meetings and have one or more
offices and keep the books of the Corporation outside of Utah at such places as
they may from time to time determine.
SECTION 17. In addition to the powers and authority by these Bylaws
expressly conferred upon them, the Board of Directors may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute of the State of Utah, or by the Articles of Incorporation, or by these
Bylaws directed or required to be exercised or done by the stockholders.
COMMITTEES
SECTION 18. The Board of Directors, by resolution or resolutions passed by
a majority of the whole Board, may designate one or more Committees, one of
which Committees shall be known as the Executive Committee, and with each
Committee to consist of two or more of the directors of the Corporation. To the
extent provided in the Articles of Incorporation, these Bylaws, or resolution,
the Committees shall have and may exercise the powers conferred upon them by the
Board of Directors; provided, however, that the Executive Committee when so
appointed by resolution of the
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Board of Directors shall have and may exercise the power of the Board of
Directors in the management of the business and affairs of the Corporation and
may have power to authorize the seal of the Corporation to be affixed to all
papers that may require it. All Committees, except the Executive Committee, when
so appointed, shall have such name or names as may be stated in these Bylaws or
may be determined from time to time by resolutions adopted by the Board of
Directors.
SECTION 19. The Committees shall keep regular minutes for their proceedings
and report the same to the Board of Directors when required.
COMPENSATION OF DIRECTORS
SECTION 20. Directors, as such, shall not receive any salary for their
services, but the Board of Directors by resolution shall fix the fees to be
allowed and paid to directors, as such, for their services and provide for the
payment of the expenses of the directors incurred by them in performing their
duties. Nothing herein contained, however, shall be considered to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
SECTION 21. Fees to members of special or standing committees and expenses
incurred by them in the performance of their duties, shall also be fixed and
allowed by resolution of the Board of Directors.
MEETINGS OF THE BOARD
SECTION 22. The Board of Directors may meet at the Corporation's principal
office in Salt Lake County, Utah, or at such other place as may be determined by
a majority of the members of the Board.
SECTION 23. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board.
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SECTION 24. Special meetings of the Board of Directors may be called by the
Chairman of the Board or the President on one day's notice to each director,
with such notice given either in person, by telephone, or by telegram to the
address listed in the corporate records of the Corporation; special meetings may
be called by the President or Secretary in like manner and on like notice on the
written request of two directors.
SECTION 25. At all meetings of the Board of Directors a majority of the
directors shall be necessary and sufficient to constitute a quorum for the
transaction of business. The act of a majority of the directors present at any
meeting at which there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by statute, by the Articles of
Incorporation, or by these Bylaws. Directors may participate in a Board meeting
and be counted in the quorum by means of conference telephone or similar
communications equipment by which all directors participating in the meeting can
hear each other.
SECTION 26. Unless the Articles of Incorporation provide otherwise, any
acts required or permitted to be taken by the Board of Directors at a meeting
may be taken without a meeting if all the directors take the action, each
director signs a written consent describing the action taken, and the consents
are filed with the records of the Corporation. Action taken by consent is
effective when the last director signs the consent, unless the consent specifies
a different effective date. A signed consent has the effect of a meeting vote
and may be described as such in any document.
SECTION 27. The officers of the Corporation shall be elected by the
directors and shall be as stated in the Articles of Incorporation: a Chairman of
the Board of Directors, a President, a Secretary and Treasurer. The Board of
Directors may also appoint one or more Vice Presidents and
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other officers as appropriate. The Secretary and Treasurer may be the same
person, and the Chairman of the Board or any Vice President may hold at the same
time the office of Secretary or Treasurer.
SECTION 28. The Board of Directors at its first meeting after each annual
meeting shall elect a Chairman of the Board of Directors and a President from
their own number; and shall also elect a Secretary and a Treasurer who need not
be members of the Board of Directors. At such time, the Board of Directors shall
also appoint one or more Vice Presidents.
SECTION 29. The Board of Directors may appoint such other officers and
agents as it may deem necessary; such officers and agents shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.
SECTION 30. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.
SECTION 31. The officers of the Corporation shall hold office until their
successors are chosen. Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a majority of
the whole Board of Directors. If the office of any officer or officers becomes
vacant for any reason, the vacancy shall be filled by the affirmative vote of a
majority of the whole Board of Directors.
CHAIRMAN OF THE BOARD
SECTION 32. The Chairman of the Board of Directors shall preside at all
meetings of the stockholders and of the Board of Directors. He shall have
supervision of such matters as may be designated to him by the Board of
Directors
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PRESIDENT
SECTION 33. Unless another officer is so designated by the Board of
Directors, the President shall be the Chief Executive Officer of the Corporation
and shall perform the following duties:
(a) In the absence of the Chairman of the Board, the President shall
preside at all meetings of the stockholders and directors, have general and
active management of the business of the Corporation, and see that all orders
and resolutions of the Board of Directors are carried into effect.
(b) The President shall execute bonds, mortgages and other contracts
requiring the seal, under the seal of the Corporation.
(c) The President shall have the general powers and duties of supervision
and management usually vested in the office of a president of a corporation.
If another officer is designated by the Board of Directors as Chief
Executive Officer, the President shall have supervision of such matters as shall
be designated to him by the Board of Directors and/or the Chief Executive
Officer.
VICE PRESIDENT
SECTION 34. The Vice President shall perform the duties prescribed by the
President or the Board of Directors. The Board of Directors may appoint one or
more of the Vice Presidents as Senior Vice Presidents and one or more as
Executive Vice Presidents.
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SECRETARY
SECTION 35. (a) The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for the standing Committees when required. The Secretary
shall give or cause to be given notice of all meetings of the stockholders and
of the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or President, under whose supervision he
shall serve. The Secretary shall keep in safe custody the seal of the
Corporation and shall affix the seal to any instrument requiring it and shall
attest it.
(b) In the absence or disability of the Secretary, the President may
designate an employee to serve as Assistant Secretary to perform the
responsibilities prescribed in the Bylaws for the Secretary.
TREASURER
SECTION 36. (a) The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate account of receipts and
disbursements in moneys and other valuable effects in the name and to the credit
of the Corporation in 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, taking proper vouchers for such disbursements, and shall
render to the President and directors at the regular meeting of the Board, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the Corporation.
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(b) The President may designate an employee to serve as Assistant Treasurer
to assist the Treasurer perform his responsibilities. In the absence or
disability of the Treasurer, the Assistant Treasurer shall perform the
responsibilities prescribed in the Bylaws for the Treasurer.
VACANCIES
SECTION 37. If the office of any director or directors becomes vacant by
reason of the death, resignation, disqualification, removal from office, or
otherwise, the remaining directors, though not less than a quorum, shall choose
a successor or successors who shall hold office for the remaining portion of the
term or terms of the office left vacant until the successor or successors shall
have been duly elected, unless sooner displaced.
DUTIES OF OFFICERS MAY BE DELEGATED
SECTION 38. In case of the absence of any officer of the Corporation, or
for any other reason that the Board of Directors may deem sufficient, the Board
may delegate, for the time being, the power or duties, or any of them, of such
officer to any other officer, or to any director, provided a majority of the
entire Board concur therein.
CERTIFICATES OF STOCK
SECTION 39. The certificates of stock of the Corporation shall be numbered
and shall be entered in the books of the Corporation as they are issued. Every
holder of stock shall be entitled to have a certificate signed by or in the name
of the Corporation by the Chief Executive Officer, President or a Vice President
and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation certifying the number of shares owned by him;
provided, however, that where such certificate is signed by a transfer agent or
an assistant transfer agent or by a transfer clerk, acting in behalf of the
Corporation, and a registrar, the signature of any such Chief
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Executive Officer, President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary, may be facsimile. In case any officer or
officers, who shall have signed or whose facsimile signature or signatures shall
have been used on any such certificate or certificates, shall cease to be such
officer or officers of such Corporation, whether because of death, resignation
or otherwise, before such certificate or certificates shall have been delivered
by the Corporation, such certificate or certificates may nevertheless be adopted
by the Corporation and be issued and delivered as though the person or persons,
who signed such certificate or certificates or whose facsimile signatures shall
have been used thereon, had not ceased to be such officer or officers of the
Corporation.
TRANSFER OF STOCK
SECTION 40. Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate, or by an attorney,
lawfully constituted in writing, and upon surrender of the certificate therefor,
and upon the payment of any transfer tax or transfer fees which may be imposed
by law or by the Board of Directors.
CLOSING OF TRANSFER BOOKS
SECTION 41. The Board of Directors shall have power to close the stock
transfer books of the Corporation for a period not exceeding seventy (70) days
preceding the date of any meeting of stockholders, or the date for payment of
any dividend, or the date for the allotment of rights, or the date when any
change or conversion, or exchange of capital stock shall go into effect, or for
a period of not exceeding seventy (70) days in connection with obtaining the
consent of stockholders for any purpose. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date not exceeding seventy
(70) days preceding the date of any meeting of stockholders, or the date for
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the payment of any dividend, or the date for the allotment of rights or the date
when any change or conversion, or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent, as a record date
for the determination of the stockholders entitled to notice of and to vote at
any such meeting, or entitled to receive payment of any such dividend, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion, or exchange of capital stock. If a record date is fixed by
the Board of Directors, only stockholders as of the record date shall be
entitled to notice of and to vote at any meeting or to receive payment of
dividend or to receive an allotment of rights, notwithstanding any transfer of
stock on the books of the Corporation after any such record date.
REGISTERED STOCKHOLDERS
SECTION 42. The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact and accordingly shall not
be bound to recognize any equitable or other claim to or interest in such share
on the part of any person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the State of Utah.
LOST CERTIFICATE
SECTION 43. When authorized by the Secretary of the Corporation in writing,
the duly appointed stock transfer agency may issue and the duly appointed
registrar may register, new or duplicate stock certificates to replace lost,
stolen, or destroyed certificates of the same tenor and for the same number of
shares as those alleged to be lost, stolen, or destroyed, upon delivery to the
Corporation in each case of an affidavit of loss and indemnity bond acceptable
to the Secretary; but the Board of Directors may authorize the issuance of new
or duplicate stock certificates without requiring an indemnity bond when in its
judgment it is proper so to do.
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INSPECTION OF BOOKS
SECTION 44. The Corporation shall maintain permanent records of the minutes
of all meetings of its stockholders and Board of Directors; all actions taken by
the stockholders or Board of Directors without a meeting; and all actions taken
by a Committee of the Board of Directors in place of the Board of Directors on
behalf of the Corporation. The Corporation shall also maintain appropriate
accounting records.
A stockholder of the Corporation, directly or through an agent or attorney,
shall have the limited rights to inspect and copy the Corporation's records as
provided under applicable state law and upon complying with the procedures
specified under such law.
BANK ACCOUNTS
SECTION 45. All checks, demands for money, or other transactions involving
the Corporation's bank accounts shall be signed by such officers or other
responsible persons as the Board of Directors may designate. No third party is
allowed access to the Corporation's bank accounts without express written
authorization by the Board of Directors.
FISCAL YEAR
SECTION 46. The fiscal year shall begin the first day of January in each
year.
DIVIDENDS
SECTION 47. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation and the laws of the State of
Utah, if any, may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock.
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Before payment of any dividend there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board of
Directors, in their sole discretion, think proper as a reserve fund to meet
contingencies or for equalizing dividends, or for repairing or maintaining
property of the Corporation, or for such other purposes as the Board of
Directors shall think conducive to the interests of the Corporation.
ANNUAL STATEMENT
SECTION 48. The Chairman of the Board of Directors or any other director so
designated by the Board of Directors shall present at each Annual Meeting of
Stockholders, and when called for by vote of the stockholders at any special
meeting of the stockholders, a full and clear statement of the business and
condition of the Corporation.
NOTICE
SECTION 49. Whenever, under the provisions of the Articles of Incorporation
or the laws of the State of Utah, notice is required to be given to any
director, officer or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, by depositing the same
in the post office or letter box in a postpaid, sealed envelope, addressed to
such stockholder, officer or director, at such address as appears on the books
of the Corporation, or in default of other address, to such director, officer or
stockholder, at the general post office in the Salt Lake City, Utah, and such
notice shall be deemed to be given at the time when the same shall be thus
mailed. Notice may be published as provided in the Articles of Incorporation in
lieu of mailing notice.
Any stockholder, director or officer may waive any notice required to be
given under these Bylaws or the Articles of Incorporation.
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AMENDMENTS
SECTION 50. These Bylaws may be amended by a majority vote of the
directors. These Bylaws may be also amended by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote at any special
or regular meeting of the stockholders if notice of the proposed amendment be
contained in the minutes of the meeting. Provided, however, that in addition to
any vote required by any other provision of these Bylaws, the Articles of
Incorporation, or any applicable law, if such amendment is to be adopted solely
by the stockholders, the affirmative vote of eighty percent of the issued and
outstanding stock of the Corporation that is entitled to vote for the election
of directors shall be required for any amendment that deletes or changes Section
15 or this Section 50 of these Bylaws; that restricts or limits the powers of
the Board of Directors or any other officers or agents of the Corporation; that
vests any powers of the Corporation in any officer or agent other than the Board
of Directors, or officers and agents appointed by the Board of Directors, or
officers and agents appointed by officers or agents appointed by the Board of
Directors; that requires the approval of any stockholders or any other person or
entity in order for the Board of Directors or any other corporate officer or
agent to take any action; or that changes the quorum requirement for any meeting
of the Board of Directors, the vote by which it must act in connection with any
matter, the manner of calling or conducting meetings of directors, or the place
of such meeting.
INDEMNIFICATION AND LIABILITY INSURANCE
SECTION 51. (a) VOLUNTARY INDEMNIFICATION. Unless otherwise provided in the
Articles of Incorporation, the Corporation shall indemnify any individual made a
party to a proceeding because he is or was a director of the Corporation,
against liability incurred in the proceeding, but only if the
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Corporation has authorized the payment in accordance with the applicable
statutory provisions [Sections 16-10a-902 and 16-10a-904 of Utah's Revised
Business Corporation Act] and a determination has been made in accordance with
the procedures set forth in such provision that the director conducted himself
in good faith; that he reasonably believed that his conduct, if in his official
capacity with the Corporation, was in its best interests and that his conduct,
in all other cases, was at least not opposed to the Corporation's best
interests; and that he had no reasonable cause to believe his conduct was
unlawful in the case of any criminal proceeding.
(b) The Corporation shall not indemnify a director in connection with a
proceeding by or in the right of the Corporation in which the director was
adjudged liable to the Corporation or in connection with any other proceeding
charging improper personal benefit to him, whether or not involving action in
his official capacity, in which he was adjudged liable on the basis that
personal benefit was improperly received by him.
(c) Indemnification permitted under paragraph (a) in connection with a
proceeding by or in the right of the Corporation is limited to reasonable
expenses incurred in connection with the proceeding.
(d) If a determination is made, using the procedures set forth in the
applicable statutory provision, that the director has satisfied the requirements
listed herein and if an authorization of payment is made, using the procedures
and standards set forth in the applicable statutory provision, then, unless
otherwise provided in the Corporation's Articles of Incorporation, the
Corporation shall pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding in advance of the final disposition of
the proceeding if the director furnishes the Corporation a written affirmation
of his good faith belief that he has satisfied the standard of conduct described
in
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this Section, furnishes the Corporation a written undertaking, executed
personally or on his behalf, to repay the advance if it is ultimately determined
that he did not meet the standard of conduct (which undertaking must be an
unlimited general obligation of the director, but need not be secured and may be
accepted without reference to financial ability to make repayment); and if a
determination is made that the facts then known of those making the
determination would not preclude indemnification under this Section.
(e) MANDATORY INDEMNIFICATION. Unless otherwise provided in the
Corporation's Articles of Incorporation, the Corporation shall indemnify a
director or officer of the Corporation who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he was a party because
he is or was a director or officer of the Corporation against reasonable
expenses incurred by him in connection with the proceeding.
(f) COURT-ORDERED INDEMNIFICATION. Unless otherwise provided in the
Corporation's Articles of Incorporation, a director or officer of the
Corporation who is or was a party to a proceeding may apply for indemnification
to the court conducting the proceeding or to another court of competent
jurisdiction. The court may order indemnification if it determines that the
director or officer is entitled to mandatory indemnification as provided in this
Section and applicable law, in which case the court shall also order the
Corporation to pay the reasonable expenses incurred by the director or officer
to obtain court-ordered indemnification. The court may also order
indemnification if it determines that the director or officer is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director or officer met the applicable
standard of conduct set forth in this Section and applicable law. Any
indemnification with respect to any
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proceeding in which liability has been adjudged in the circumstances described
in paragraph (b) above is limited to reasonable expenses.
(g) Unless otherwise provided in the Corporation's Articles of
Incorporation, an officer, employee, or agent of the Corporation shall have the
same indemnification rights provided to a director by this Section. The Board of
Directors may also indemnify and advance expenses to any officer, employee, or
agent of the Corporation, to any extent consistent with public policy as
determined by the general or specific purpose of the Board of Directors.
(h) 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 or 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, other
person, of an employee benefit plan, or incurred by him in that capacity or
arising from his status as a director, officer, employee, fiduciary, or agent,
whether or not the Corporation has the power to indemnify him against the same
liability under applicable law.
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