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EXHIBIT 3.10
AMENDED AND RESTATED
BYLAWS
OF
HUNTSMAN PACKAGING CORPORATION
ADOPTED
MAY 31, 2000
ARTICLE 1. SHAREHOLDERS
Section 1.1. Annual Shareholder Meeting. An annual meeting of the
shareholders of Huntsman Packaging Corporation (the "Corporation") shall be held
each year on the date, at the time, and at the place, fixed by the Board of
Directors. The annual meeting shall be held for the purpose of electing
directors and for the transaction of such other business as may properly come
before the meeting. (16-10a-701)(1)
Section 1.2. Special Shareholder Meetings. Special meetings of the
shareholders may be called, for any purposes described in the notice of the
meeting, by the President, or by the Board of Directors and shall be called by
the President at the request of the holder(s) of not less than ten percent (10%)
of all outstanding votes of the Corporation entitled to be cast on any issue at
the meeting. (16-10a-702/Shareholders Agreement 16-10a-732)
Section 1.3. Place of Shareholder Meetings. The President or the Board
of Directors shall designate any place, either within or outside the State of
Utah, as the place for any special meeting of the shareholders. If no
designation is made regarding the place of the meeting, the meeting shall be
held at the principal office of the Corporation. (16-10a-701(2) and
16-10a-702(3))
Section 1.4. Notice of Shareholder Meeting.
(a) Required Notice. Whenever shareholders are required or permitted
to take any action at a meeting, a written notice of the meeting shall be given
that shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided by law, the Articles of Incorporation or these Bylaws, the
written notice of any meeting shall be given not less than twenty-four (24)
hours nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, such notice shall be
deemed to be given when deposited in the United
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(1)Citations in parentheses are to Utah Code Annotated. These
citations are for reference only and shall not constitute a part of these
bylaws.
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States mail, postage prepaid, directed to the stockholder at his or its address
as it appears on the records of the Corporation.
(b) Adjourned Meeting. If any shareholder meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
or place, if the new date, time, or place is announced at the meeting before
adjournment. However, if the adjournment is for more than thirty (30) days, or
if after the adjournment a new record date for the adjourned meeting is or must
be fixed (see Section 1.5 of these Bylaws), then notice must be given pursuant
to the requirements of paragraph (a) of this Section 1.4 to shareholders of
record who are entitled to vote at the meeting. (16-10a-705(4))
Section 1.5. Fixing of Record Date. For the purpose of determining the
shareholders of any voting group entitled to notice of or to vote at any meeting
of the shareholders, or the shareholders entitled to take action without a
meeting or to demand a special meeting, or the shareholders entitled to receive
payment of any distribution or dividend, or in order to make a determination of
the 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 sixty
(60) 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 shall be at the close of business on
the following dates:
(a) Annual and Special Meetings. Except as provided in Section (b) of
this Section 1.5, with respect to an annual meeting of the shareholders or any
special meeting of the shareholders, the day before the first notice is
delivered to shareholders. (16-10a-707(2))
(b) Meeting Demanded by Shareholders. With respect to a special
shareholder meeting demanded by the shareholders, the earliest date of any of
the demands pursuant to which the meeting is called, or sixty (60) days prior to
the date the first of the written demands is received by the Corporation,
whichever is later. (16-10a-702(1)(b), (2))
(c) Action Without a Meeting. With respect to actions taken in writing
without a meeting (pursuant to Section 1.9 of these Bylaws), the date the first
shareholder delivers to the Corporation a signed written consent pursuant to
which the action is taken. (16-10a-704(6))
(d) Distributions. With respect to a distribution to the shareholders
(other than one involving a repurchase or reacquisition of shares), the date the
Board of Directors authorizes the distribution. (16-10a-640(2))
(e) Share Dividend. With respect to the payment of a share dividend,
the date the Board of Directors authorizes the share dividend. (16-10a-623(3))
When a determination of the shareholders entitled to vote at any meeting
of the shareholders has been made as provided in this Section 1.5, such
determination shall apply to any adjournment thereof unless the Board of
Directors fixes a new record date, which it must do if
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the meeting is adjourned to a date more than one hundred twenty (120) days after
the date fixed for the original meeting. (16-10a-707)
Section 1.6. Shareholder List. The Secretary shall make a complete
record of the shareholders entitled to vote at each meeting of shareholders,
arranged in alphabetical order within each class or series, with the address of
and the number of shares held by each. The shareholder list must be available
for inspection by any shareholder, beginning on the earlier of ten (10) days
before the meeting for which the list was prepared or two (2) business days
after notice of the meeting is given and continuing through the meeting and any
adjournments. The list shall be available at the Corporation's principal office
or at a place identified in the notice of the meeting in the city where the
meeting is to be held. (16-10a-720)
Section 1.7. Shareholder Quorum and Voting Requirements.
(a) Quorum. Unless the Articles of Incorporation or the Utah Revised
Business Corporation Act provides 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. (16-10a-725(1))
(b) Approval of Actions. 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, a Bylaw adopted by the
shareholders pursuant to the Utah Revised Business Corporation Act, or the Utah
Revised Business Corporation Act requires a greater number of affirmative votes.
(16-10a-725(3))
Section 1.8. Proxies. At all meetings of the shareholders, a shareholder
may vote in person or by a proxy executed in any lawful manner. Such proxy shall
be filed with the Corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its execution unless
otherwise provided in the proxy. (16-10a-722)
Section 1.9. Informal Action by Shareholders.
(a) Written Consent. Unless otherwise provided in the Articles of
Incorporation, any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice if one or
more consents in writing, setting forth the action so taken, are signed by the
holders of outstanding shares having not less than the minimum number of votes
necessary to authorize or take the action at a meeting at which all shares
entitled to vote thereon were present and voted. (16-10a-704(1))
(b) Notice Requirements. Unless written consents of all shareholders
entitled to vote have been obtained, the Corporation shall give notice of any
shareholder approval without a meeting within ten (10) days of the taking of the
corporate action by written consent to:
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(1) Those shareholders entitled to vote who have not consented in
writing; and
(2) those shareholders not entitled to vote and to whom the Utah
Revised Business Corporation Act requires notice be given.
Such notice shall contain or be accompanied by the same material that
would have been required if a formal meeting had been called to consider the
action. (16-10a-704(2)/Shareholders Agreement 16-10a-732)
(c) Revocation. Any shareholder giving a written consent, or the
shareholders' proxy holder, or a transferee of the shares or a personal
representative of the shareholder or their respective proxy holder, may revoke
the consent by a signed writing describing the action and stating that the
shareholder's prior consent is revoked, if the writing is received by the
Corporation prior to the effectiveness of the action. (16-10a-704(3))
(d) Election of Directors. Notwithstanding paragraph (a) of this
Section 1.9, directors may not be elected by written consent except by unanimous
written consent of all shares entitled to vote for the election of directors.
(16-10a-704(5))
(e) Effect of Action Without a Meeting. Action taken under this
Section 1.9 has the same effect as action taken at a meeting of shareholders and
may be so described in any document. (16-10a-704(7))
Section 1.10. Voting for Directors. At each election of directors, unless
otherwise provided in the Articles of Incorporation or the Utah Revised Business
Corporation Act, every shareholder entitled to vote at the election has 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 the shareholder has the right to vote. Unless
otherwise provided in the Articles of Incorporation or the Utah Revised Business
Corporation Act, directors are elected by a plurality of the votes cast by
shares entitled to be voted in the election, at a meeting at which a quorum is
present. (16-10a-728(1), (2))
ARTICLE 2. BOARD OF DIRECTORS
Section 2.1. 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 any agreement
authorized by Section 16-10a-732 of the Utah Revised Business Corporation Act.
(16-10a-801)
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Section 2.2. Number, Tenure and Qualifications of Directors.
(a) Number. The number of directors of the Corporation shall be not
less than three (3) (unless the number of shareholders entitled to vote for the
directors of the Corporation is less than three (3), then the number of
directors may be equal to or greater than the number of such shareholders) nor
more than fifteen (15). The number of directors may be fixed or changed within
the range specified in this Section 2.2 by the shareholders or the Board of
Directors, but no decrease may shorten the term of any incumbent director.
(16-10a-803(1), (2))
(b) Tenure. Each director shall hold office until the next annual
meeting of shareholders or until removed. However, if a director's term expires,
the director shall continue to serve until the director's successor shall have
been elected and qualified, or until there is a decrease in the number of
directors. (16-10a-805)
(c) Qualifications. Directors need not be residents of the State of
Utah or shareholders of the Corporation unless the Articles of Incorporation so
prescribe. (16-10a-802)
Section 2.3. Regular Meetings of the Board of Directors. A regular
meeting of the Board of Directors shall be held without other notice than
provided by this Section 2.3 immediately after, and at the same place as, the
annual meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.
Section 2.4. Special Meetings of the Board of Directors. Special
meetings of the Board of Directors may be called by or at the request of the
President or any two (2) directors, who may fix any place, either within or
outside the State of Utah, as the place for holding the meeting.
Section 2.5. Notice and Waiver of Notice of Special Director Meetings.
(a) Notice. Unless the Articles of Incorporation provide for a longer
or shorter period, special meetings of the Board of Directors must be preceded
by at least twenty four (24) hours notice of the date, time, and place of the
meeting. (16-10a-822(2)) Notice may be communicated in person, by telephone, by
any form of electronic communication, or by mail or private carrier.
(16-10a-103(2)) At the written request of any director, notice of any special
meeting of the Board of Directors shall be given to such director by facsimile
or telex, as the case may be, at the number designated in writing by such
director from time to time.
(b) Effective Date. Notice of any meeting of the Board of Directors
shall be deemed to be effective at the earliest of the following: (1) when
received; (2) five (5) days after it is mailed; (3) the date shown on the return
receipt if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the director or (4) when it is sent
(with confirmation of sending) to the telecopier number or e-mail address
provided by that director to the Corporation. (16-10a-103(5)/Shareholders
Agreement 16-10a-732).
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(c) Effect of Attendance. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except when a director
attends a meeting for the express purpose of objecting to the transaction of any
business and at the beginning of the meeting, or promptly upon arrival, the
director objects to holding the meeting or transacting business at the meeting
because of lack of notice or defective notice, and does not thereafter vote for
or assent to action taken at the meeting. (16-10a-823(2))
Section 2.6. Quorum of Directors. A majority of the number of directors
prescribed by resolution (or if no such number is prescribed, the number in
office immediately before the meeting begins), shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, unless the
Articles of Incorporation require a greater number.
(16-10a-824(1)(b)/Shareholders Agreement 16-10a-732)
Section 2.7. Manner of Acting.
(a) Action by Majority. If a quorum is present when a vote is taken,
the affirmative vote of a majority of the entire board of directors (i.e. a
majority of the number of directors fixed under Section 2.2 and not a majority
of the directors then in office) is the act of the Board of Directors, unless
the Corporation's Articles of Incorporation or the Utah Revised Business
Corporation Act requires the vote of a greater number of directors.
(16-10a-824(3))
(b) Telephonic Meetings. Unless the Articles of Incorporation provide
otherwise, any or all directors may participate in a regular or special meeting
by, or conduct the meeting through the use of, any means of communication by
which all directors participating may hear each other during the meeting. A
director participating in a meeting by this means is deemed to be present in
person at the meeting. (16-10a-820(2))
Section 2.8. Director Action By Written Consent. Unless the Articles of
Incorporation or the Utah Revised Business Corporation Act provide otherwise,
any action required or permitted to be taken by the Board of Directors at a
meeting may be taken without a meeting if all the directors consent to the
action in writing. Action is taken by written consent at the time the last
director signs a writing describing the action taken, unless, prior to that
time, any director has revoked a consent by a writing signed by the director and
received by the Secretary. Action taken by written consent is effective when the
last director signs the consent, unless the Board of Directors establishes a
different effective date. Action taken by written consent has the same effect as
action taken at a meeting of directors and may be described as such in any
document. (16-10a-821)
Section 2.9. Resignation of Directors. A director may resign at any time
by giving a written notice of resignation to the Corporation. A resignation of a
director is effective when the notice is received by the Corporation unless the
notice specifies a later effective date. A director who resigns may deliver a
statement of his resignation pursuant to Section 16-10a-1608 of the Utah Revised
Business Corporation Act to the Division for filing. (16-10a-807)
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Section 2.10. 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 the director. A director may be removed only if the number of
votes cast to remove the director exceeds the number of votes cast against
removal of the director. To the extent a director is employed by the
Corporation, if such director experiences a termination of his or her employment
with the Corporation for any reason, such director shall automatically be
removed as a director. (16-10a-808)
Section 2.11. Vacancies on the Board of Directors. Unless the Articles of
Incorporation provide otherwise, if a vacancy occurs on the Board of Directors,
including a vacancy resulting from an increase in the number of directors:
(a) The shareholders may fill the vacancy;
(b) the Board of Directors may fill the vacancy; or
(c) if the directors remaining in office constitute fewer than a
quorum of the board, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office. (16-10a-810(1))
Section 2.12. Director Committees. Committees of the Board of Directors
may be established in accordance with Article 3 of these Bylaws.
ARTICLE 3. EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 3.1. Creation of Committees. Unless the Articles of
Incorporation provide otherwise, the Board of Directors may create an Executive
Committee and such other committees as it may deem appropriate and appoint
members of the Board of Directors to serve on such committees. Each committee
must have two (2) or more members, one of whom must be an Investor Director.
(16-10a-825(1))
Section 3.2. Approval of Committees and Members. The creation of a
committee and appointment of members to it must be approved by the greater of:
(a) a majority of all the directors in office when the action is
taken; or
(b) the number of directors required by the Articles of Incorporation
to take such action, or, if not specified in the Articles of Incorporation, the
number required by Section 2.7 of these Bylaws to take action. (16-10a-825(2))
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Section 3.3. Required Procedures. Sections 2.4 through 2.10 of these
Bylaws, which govern procedures applicable to the Board of Directors, also apply
to committees and their members. (16-10a-825(3))
Section 3.4. Authority of Committees Other Than The Executive Committee.
Unless limited by the Articles of Incorporation or the Utah Revised Business
Corporation Act, each committee may exercise those aspects of the authority of
the Board of Directors which the Board of Directors confers upon such committee
in the resolution creating the committee. (16-10a-825(4))
Section 3.5. Authority of Executive Committee. The Executive Committee
shall have, and may exercise all powers of the Board of Directors with respect
to the management of the business and affairs of the Corporation during the
intervals between the meetings of the Board of Directors; provided, however, the
Executive Committee shall not have the power to fill vacancies on the Board of
Directors or to amend these Bylaws.
Section 3.6. Compensation. Unless otherwise provided in the Articles of
Incorporation, the Board of Directors may provide for the payment of a fixed sum
and/or expenses of attendance to any member of a committee for attendance at
each meeting of such committee; provided, however, no such payments of a fixed
sum shall be made to committee members who are salaried employees of the
Corporation.
ARTICLE 4. OFFICERS
Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The officers of the Corporation shall
be a President, and a Secretary, each of whom shall be appointed by the Board of
Directors. Such other officers and assistant officers as may be deemed
necessary, including any vice-presidents, may also be appointed by the Board of
Directors. The Board of Directors may appoint such officers of the Corporation
as its designates. Each such officer shall hold office until the first meeting
of the Board of Directors after the annual meeting of shareholders next
succeeding his or her appointment, and until his or her successor is appointed
or until his or her earlier resignation or removal. Any officer may resign at
any time upon written notice to the Corporation. The Board of Directors may
remove any officer with or without cause at any time, but such removal shall be
without prejudice to the contractual rights of such officer, if any, with the
Corporation, Any number of offices may be held by the same person. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise may be filled for the unexpired portion of the term by the Board of
Directors at any regular or special meeting. (16-10a-830 and 16-10a-831)
Section 4.2. President. The President shall be the chief executive
officer and shall have general charge of the business, affairs and property of
the Corporation and general supervision over its other officers and agents. In
general, he or she shall perform all duties incident to the office of President
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President may sign, with the Secretary, any Assistant
Secretary or any other proper
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officer of the Corporation authorized by the Board of Directors, certificates
for shares of the Corporation. The President shall have full power and authority
on behalf of the Corporation to attend, act and vote at any meeting of security
holders of other corporations in which the Corporation may hold securities. At
such meeting the President shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation might
have possessed and exercised if it had been present. The Board of Directors may
from time to time confer like powers upon any other person or persons.
Section 4.3. Chairman of the Board. The Chairman of the Board shall
perform such executive, supervisory and management functions and duties as may
be assigned to him from time to time by the Board of Directors. He or she shall,
if present, preside at all meetings of stockholders and of the Board of
Directors.
Section 4.4. Vice Presidents. In the absence of the President or in the
event of his or her death, inability, or refusal to act, the Vice President (or
in the event there be more than one Vice President, the Vice Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their appointment) shall perform 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. Any Vice President may sign, with
the Secretary, any Assistant Secretary or any other proper officer of the
Corporation authorized by the Board of Directors, certificates for shares of the
Corporation; and shall perform such other duties as from time to time may be
assigned to him or her by the President or by the Board of Directors.
Section 4.5. Secretary. The Secretary shall prepare and maintain minutes
of directors and shareholders meetings and other records and information
required to be kept by the Corporation under the Utah Revised Business
Corporation Act and shall authenticate records of the Corporation. The Secretary
shall perform such other duties and have such other powers as the Board of
Directors shall designate from time to time. The President may direct any
Assistant Secretary to assume and perform the duties of the Secretary in the
absence or disability of the Secretary, and each Assistant Secretary shall
perform such other duties and have such other powers as the Board of Directors
or the President shall designate from time to time.
ARTICLE 5. LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 5.1. Limitation of Liability of Directors. Directors shall not
be liable to the Corporation or its shareholders for monetary damages for any
action taken or any failure to take any action, as a director, except liability
for:
(a) the amount of a financial benefit received by a director to which
he or she is not entitled;
(b) an intentional infliction of harm on the Corporation or its
shareholders;
(c) a violation of Section 16-10a-842 of the Utah Revised Business
Corporation Act;
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(d) an intentional violation of criminal law. (16-10a-841(1))
Section 5.2. Indemnification of Directors. The Corporation shall
indemnify and advance expenses to the directors and officers of the Corporation
to the fullest extent permitted by applicable law. Without limiting the
generality of the foregoing, the Corporation shall indemnify the directors and
officers of the Corporation in all cases in which a Corporation may indemnify a
director under section 16-10a-902 of the Utah Revised Business Corporation Act.
The Corporation shall consider and act as expeditiously as possible upon any and
all requests by a director or officer for indemnification or advancement of
expenses.
Section 5.3 Indemnification of Agents, Fiduciaries, and Employees Who
Are Not, Directors or Officers. The board of directors may indemnify and advance
expenses to any employee, fiduciary or agent of the Corporation who is not a
director or officer of the Corporation to any extent consistent with applicable
law, as determined by the general or specific actions of the board of directors.
Section 5.4 Insurance. By action of the board of directors,
notwithstanding any interest of the directors in such action, 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,
against any liability asserted against or incurred by such person in that
capacity or arising from such person's status as a director, officer, employee,
fiduciary or agent, whether or not the Corporation would have the power to
indemnify such person under the applicable provisions of the Utah Revised
Business Corporation Act.
ARTICLE 6. STOCK
Section 6.1. Certificates. If so determined by the Board of Directors,
every holder of stock shall be entitled to have a certificate signed by or in
the name of the Corporation by two officers of the Corporation certifying the
number of shares owned by him or her in the Corporation. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent,
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue. (16-10a-625)
Section 6.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate. (70A-8-405)
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ARTICLE 7. MISCELLANEOUS
Section 7.1. Distributions. The Board of Directors may authorize, and
the Corporation may make, distributions (including dividends on its outstanding
shares) in the manner and upon the terms and conditions provided by law and in
the Articles of Incorporation. (16-10a-640).
Section 7.2. Corporate Seal. The Board of Directors may provide a
corporate seal which may be in such form as determined by the Board of Directors
may have inscribed thereon any designation including the name of the
Corporation, Utah as the state of incorporation, and the words "Corporate Seal."
Section 7.3. Waiver of Notice of Meetings of Shareholders, Directors and
Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at nor the purpose of any
regular or special meeting of the shareholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.
(16-10a-706 and 16-10a-823)
Section 7.4. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
Section 7.5. Amendments. The Corporation's Board of Directors may amend
these Bylaws, except to the extent that the Articles of Incorporation, these
Bylaws, or the Utah Revised Business Corporation Act reserve this power
exclusively to the shareholders in whole or in part. However, the Board of
Directors may not adopt, amend, or repeal a Bylaw that fixes a shareholder
quorum or voting requirement that is greater than required by the Utah Revised
Business Corporation Act. If authorized by the Articles of Incorporation, the
shareholders may adopt, amend, or repeal a Bylaw that fixes a greater quorum or
voting requirement for shareholders, or voting groups of shareholders, than is
required by the Utah Revised Business Corporation Act. Any such action shall
comply with the provisions of the Utah Revised Business Corporation Act. The
Corporation's shareholders may amend or repeal the Corporation's Bylaws even
though the Bylaws may also be amended or repealed by the Corporation's Board of
Directors. (16-10a-1020 to 16-10a-1022)
ADOPTED as of May 31, 2000.
/s/ RONALD G. MOFFITT
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Ronald G. Moffitt
Secretary
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