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BYLAWS
OF
JB'S RESTAURANTS, INC.
ARTICLE I
OFFICES
The principal office of the corporation shall be located at 2610 West 1010
South in Salt Lake City, Utah. The corporation may have such other offices as
the Board of Directors may designate or as the business of the corporation may
require.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders
shall be held at the time and place specified each year by the Board of
Directors, for the purpose of electing Directors and for the transaction of any
other business that may come before the meeting.
SECTION 2. Special Meetings. Special meetings of the shareholders,
for purposes described in the notice of meeting, may be called by the Board of
Directors or by a committee of the Board of Directors which has been duly
empowered by the Board of Directors to call special meetings. No other persons
may call or require the calling of a special meeting.
SECTION 4. Notice of Meeting. Written notice to each shareholder
stating the time and place of the meeting and, in case of a special meeting,
the purposes for
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which the meeting is called, shall be delivered not less than ten nor more than
sixty days before the date of the meeting.
SECTION 5. Determining Shareholders of Record. The Board of
Directors may provide a record date for the determination of shareholders
entitled to notice of and to vote at any meeting of shareholders. The record
date shall not be less than ten nor more than sixty days prior to the date of
the meeting. Only shareholders of record on the record date are entitled to
notice of and to vote at the meeting or any adjournment thereof.
SECTION 6. Voting Lists. The officer in charge of the stock ledger
of the corporation shall make a complete list of the shareholders entitled to
vote at each meeting of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each
shareholder. Such list shall be made available at the location specified in the
written notice of meeting for ten days prior to the meeting and shall be
produced and kept open at the meeting for the inspection of any shareholder.
SECTION 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may, without further notice adjourn the meeting to a future date
at which a quorum is present or represented. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
SECTION 8. Proxies. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of
the corporation before or at the time of the meeting. No proxy shall be valid
after three years from the date of its execution, unless otherwise provided in
the proxy.
SECTION 9. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
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SECTION 10. Organization and Conduct of Meeting. The Board of
Directors shall designate a person to act as chairman of the meeting. The
chairman shall appoint a secretary of the meeting. The chairman of any meeting
of shareholders shall determine the order of business and the procedure at the
meeting, including the regulation of the manner of voting and the conduct of
discussion as the chairman sees fit.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The number of
directors of the corporation shall be nine. Each director shall hold office
until the next annual meeting of shareholders and until his successor shall
have been elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any three
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the time and place for holding any special meeting
called by them.
SECTION 5. Notice. Notice of any special meeting shall be given at
least one day previous thereto by written notice delivered personally or mailed
to each director. The attendance of a director at a meeting shall constitute a
waiver of notice of the meeting, except where a director attends a meeting to
object to the transaction of any business because the meeting is not lawfully
called or convened.
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SECTION 6. Quorum. Five directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such majority is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.
SECTION 7. Manner of Acting. Except as stated in the corporation's
Certificate of Incorporation, the act of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.
SECTION 8. Action Without a Meeting. Any action that may be taken by
the Board of Directors at a meeting may be taken without a meeting if a consent
in writing, setting forth the action taken, is signed by all of the Directors.
SECTION 9. Meetings by Conference Telephone. Any director may
participate in any meeting of the Board of Directors, or any committee thereof,
by means of conference telephone or similar communications equipment that
enables all persons participating in the meeting to hear one another.
Participation in the meeting by conference telephone shall constitute presence
in person at the meeting.
SECTION 10. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.
SECTION 11. Presumption of Assent. A director of the corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to the action with the person acting
as the secretary of the meeting.
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ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the corporation shall be a
President, one or more Vice Presidents, a Secretary, Assistant Secretaries, a
Treasurer, and Assistant Treasurers each of whom shall be elected by the Board
of Directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors, including a
Chairman of the Board.
SECTION 2. Election and Term of Office. The officers shall be
elected annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders. If the election
of officers shall not be held at such meeting, such election shall be held as
soon thereafter as practicable. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified, or until his
death, or until he shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3. Removal. Any officer or agent may be removed by the Board
of Directors whenever, in its judgment, the best interests of the corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of
an officer or agent shall not of itself create contract rights.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He may sign certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time.
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SECTION 6. Vice Presidents. In the absence of the President or in
event of his death, inability or refusal to act, the Vice President who has
served in such capacity for the longest time shall perform the duties of the
President, unless a contrary method of succession has been set forth in a Board
of Director's resolution then in effect. When the Vice President is acting in
the capacity of the President, he shall have all the powers of and be subject
to all the restrictions upon the President. The Vice Presidents shall perform
such other duties as from time to time may be assigned to them by the President
or by the Board of Directors.
SECTION 7. Secretary and Assistant Secretaries. The Secretary and
Assistant Secretaries shall: (a) keep the minutes of the proceedings of the
shareholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents, the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep a register of
the post office address of each shareholder which shall be furnished to the
Secretary by the shareholder; (e) sign with the President certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform all duties
incident to the office of the Secretary and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.
SECTION 8. Treasurer and Assistant Treasurers. The Treasurer and
Assistant Treasurers shall: (a) have charge and custody of and be responsible
for all funds and securities of the corporation; (b) receive and give receipts
for moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies or other depositaries as shall be selected and (c) in general perform
all of the duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors.
SECTION 9. Salaries. The salaries of the officers shall be fixed by
the Board of Directors and no officer shall be prevented from receiving a
salary by reason of the fact that he is also a director of the corporation.
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SECTION 10. Delegation of Authority. The Board of Directors may
delegate the powers or duties of any officer to any other officer or agents,
notwithstanding any provision of these Bylaws.
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing shares
of the corporation shall be in such form as shall be determined by the Board of
Directors. The certificates shall be signed by, or contain facsimile signatures
of, the President and the Secretary or by such other officers authorized by law
and by the Board of Directors so to do, and sealed with the corporate seal or
its facsimile. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation or its transfer agent for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate, a
new one may be issued therefor upon such terms and indemnity to the corporation
as the board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation kept at an
office of the corporation or by transfer agents designated as such. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall end on the last Sunday in September
of each year.
ARTICLE VII
DIVIDENDS
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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 VIII
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal."
ARTICLE IX
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the corporation under the provisions of
these Bylaws or under the provisions of the Certificate of Incorporation or
under the provisions of the General Corporation Law of Delaware, a waiver
thereof in writing, signed by the person or persons entitled to such notice
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XIII
AMENDMENTS
Except as expressly restricted by the Certificate of Incorporation, these
Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the
Board of Directors at any regular or special meeting of the Board of Directors.
Dated: February 25, 1985
/s/ Jennifer E. MacLachlan
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Assistant Secretary