EXHIBIT 3.14
BYLAWS
OF
GOODYEAR FARMS, INC.
I. CORPORATION ARTICLES
1.01. References to Articles. Any reference herein made to the
corporation's articles will be deemed to refer to its articles of incorporation
and all amendments thereto as at any given time on file with the Arizona Cor-
poration Commission, together with any and all certificates filed by the
corporation with the Arizona Corporation. Commission (or any successor to its
functions) pursuant to applicable law.
1.02. Seniority. The articles will in all respects be considered
senior and superior to these bylaws, with any inconsistency to be resolved in
favor of the articles, and with these bylaws to be deemed automatically amended
from time to time to eliminate any such inconsistency which may then exist.
II. CORPORATION OFFICES
2.01. Known Place of Business. The known place of business of the
corporation in the State of Arizona shall be the office of its statutory agent
unless otherwise designated in the articles or in a written statement or
document duly executed and filed with the Arizona Corporation Commission. The
corporation may have such other offices, either within or without the State of
Arizona, as the board of directors may designate or as the business of the
corporation may require from time to time.
2.02. Change Thereof. The board of directors may change the
corporation's known place of business or its statutory agent from time to time
by filing a statement with the Arizona Corporation Commission pursuant to
applicable law.
III. SHAREHOLDERS
3.01. Annual Meetings. Each annual meeting of the shareholders is to
be held on the second Tuesday in the month of January of each year, commencing
with the year
1981 (unless that day be a legal holiday, in which event the annual meeting will
be held on the next succeeding business day) at a time and place as determined
by the board of directors or, in the absence of action by the board, as set
forth in the notice given, or waiver signed, with respect to such meeting
pursuant to Section 3.03 below. At the annual meeting, shareholders shall elect
a board of directors and transact such other business as may be properly brought
before the meeting. If any annual meeting is for any reason not held on the date
determined as aforesaid, a deferred annual meeting may thereafter be called and
held in lieu thereof, at which the same proceedings may be conducted. Any
director elected at any annual meeting, deferred annual meeting or special
meeting will continue in office until the election of his successor, subject to
his earlier resignation pursuant to Section 7.01 below.
3.02. Special Meetings. Special meetings of the shareholders may be
held whenever and wherever called for by the chairman of the board, the
president or the board of directors, or by the written demand of the holders of
not less than 50% of all issued and outstanding shares of the corporation
entitled to vote at any such meeting. Any written demand by shareholders shall
state the purpose or purposes of the proposed meeting, and business to be
transacted at any such meeting shall be confined to the purposes stated in the
notice thereof, and to such additional matters as the chairman of the meeting
may rule to be germane to such purposes.
3.03. Notices. Not less than ten (10) nor more than fifty (50) days
(inclusive of the date of meeting) before the date of any meeting of the
shareholders and at the direction of the person or persons calling the meeting,
the secretary of the corporation will cause a written notice setting forth the
time, place and general purposes of the meeting to be deposited in the mail,
with first class or airmail postage prepaid, addressed to each shareholder of
record at his last address as it appears on the corporation's records on the
applicable record date. Any shareholder may waive call or notice of any
annual, deferred annual or special meeting (and any adjournment thereof) at
any time before, during which or after it is held. Attendance of a shareholder
at any such meeting in person or by proxy will automatically evidence his
waiver of call and notice of such meeting (and any adjournment thereof) unless
he or his proxy is attending the meeting for the express purpose of objecting to
the transaction of business because the meeting has not been properly called or
noticed.
3.04. Shareholders of Record. For each meeting, or consent to
corporate action without a meeting, of share-
-2-
holders (and at any adjournment of such meeting), or in order to make a
determination of shareholders for determining those shareholders entitled to
receive payment of any dividend, or for any other lawful action, the board of
directors may fix in advance a record date which shall not be more than sixty
(60) nor less than ten (10) days prior to the date of such meeting or other
action.
If no record date is fixed by the board of directors for
determining shareholders entitled to notice of, and to vote at, a meeting of
shareholders, the record date shall be at four o'clock in the afternoon on the
day before the notice is given, or, if notice is waived, at the commencement of
the meeting. If no record date is fixed for determining shareholders entitled to
express written consent to corporate action without a meeting, the record date
shall be the time of the day on which the first written consent is served upon
an officer or director of the corporation.
A determination of shareholders of record entitled to notice of, and
to vote at, a meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting, and further provided that the adjournment or
adjournments of any such meeting do not exceed thirty (30) days in the
aggregate.
3.05. Shareholder Record. The officer or agent having charge of the
stock ledger books for the corporation shall make, at least ten (10) days before
every meeting of shareholders, a complete record of the shareholders entitled to
vote at the meeting (and at any adjournment thereof), arranged in alphabetical
order, showing the address and the number of shares registered in the name of
each shareholder. Such record shall be produced and kept open (i) at the office
of the corporation prior to the time of the meeting, and (ii) at the time and
place of the meeting; such record shall be subject to the inspection of any
shareholder during such times for any purpose germane to the meeting.
3.06. Proxies. Any shareholder entitled to vote thereat may vote by
proxy at any meeting of the shareholders (and at any adjournment thereof) which
is specified in such proxy, provided that his or her proxy is executed in
writing by such shareholder or his or her duly authorized attorney-in-fact. No
proxy shall be valid after eleven months from the date of its execution, unless
otherwise specifically provided therein. The burden of proving the validity of
any undated, irrevocable or otherwise contested proxy at a meeting of the
shareholders will rest with the person seeking to
-3-
exercise the same. A telegram or cablegram appearing to have been transmitted by
a shareholder or by his duly authorised attorney-in-fact may be accepted as a
sufficiently written and executed proxy.
3.07. Voting. Except for the election of directors (which will be
governed by cumulative voting pursuant to applicable law) and except as may
otherwise be required by the corporation's articles, these bylaws or by statute,
each issued and outstanding share of the corporation (specifically excluding
shares held in the treasury of the corporation) represented at any meeting of
the shareholders in person or by a proxy given pursuant to Section 3.06 above,
will be entitled to one vote on each matter submitted to a vote of the
shareholders at such meeting. Unless otherwise required by the corporation's
articles or by applicable law, any question submitted to the shareholders will
be resolved by a majority of the votes cast thereon, provided that such votes
constitute a majority of the quorum of that particular meeting, whether or not
such quorum is then present. Voting will be by ballot on any question as to
which a ballot vote is demanded prior to the time the voting begins by any
person entitled to vote on such question; otherwise, a voice vote will suffice.
No ballot or change of vote will be accepted after the polls have been declared
closed following the ending of the announced time for voting.
3.08. Quorum. At any meeting of the shareholders, the presence in
person or by proxy of the holders of a majority of the shares of the corporation
issued, outstanding and entitled to vote at the meeting will constitute a quorum
of the shareholders for all purposes. In the absence of a quorum, any meeting
may be adjourned from time to time by its chairman, without notice other than by
announcement at the meeting, until a quorum is formed. At any such adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the meeting as originally noticed. Once a quorum has
been formed at any meeting, the shareholders from time to time remaining in
attendance may continue to transact business until adjournment, notwithstanding
the prior departure of enough shareholders to leave less than a quorum. If an
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.
3.09. Election Inspectors. The board of directors, in advance of
any meeting of the shareholders, may appoint an election inspector or inspectors
to act at such meeting (and at any adjournment thereof). If an election
inspector or inspectors are not so appointed, the chairman
-4-
of the meeting may, or upon request of any person entitled to vote at the
meeting will, make such appointment. If any person appointed as an inspector
fails to appear or to act, a substitute may be appointed by the chairman of the
meeting. If appointed, the election inspector or inspectors (acting through a
majority of them if there be more than one) will determine the number of shares
outstanding, the authenticity, validity and effect of proxies and the number of
shares represented at the meeting in person and by proxy; they will receive and
count votes, ballots and consents and announce the results thereof; they will
hear and determine all challenges and questions pertaining to proxies and
voting; and, in general, they will perform such acts as may be proper to
conduct elections and voting with complete fairness to all shareholders. No
such election inspector need be a shareholder of the corporation.
3.10. Organization and Conduct of Meetings. Each meeting of the
shareholders will be called to order and thereafter chaired by the chairman of
the board of directors if there is one; or, if not, or if the chairman of the
board is absent or so requests, then by the president; or if both the chairman
of the board and the president are unavailable, then by such other officer of
the corporation or such shareholder as may be appointed by the board of
directors. The corporation's secretary will act as secretary of each meeting of
the shareholders; in his or her absence the chairman of the meeting may appoint
any person (whether a shareholder or not) to act as secretary for the meeting.
After calling a meeting to order, the chairman thereof may require the
registration of all shareholders intending to vote in person and the filing of
all proxies with the election inspector or inspectors, if one or more have been
appointed (or, if not, with the secretary of the meeting). After the announced
time for such filing of proxies has ended, no further proxies or changes,
substitutions or revocations of proxies will be accepted. If directors are to be
elected, a tabulation of the proxies so filed will, if any person entitled to
vote in such election so requests, be announced at the meeting (or adjournment
thereof) prior to the closing of the election polls. Absent a showing of bad
faith on his part, the chairman of a meeting will, among other things, have
absolute authority to fix the period of time allowed for there registration of
shareholders and the filing of proxies, to determine the order of business to be
conducted at such meeting and to establish reasonable rules for expediting the
business of the meeting (including any informal, or question and answer portions
thereof).
3.11. Shareholder Approval or Ratification. The board of directors
may submit any contract or act for
-5-
approval or ratification of the shareholders, either at a duly constituted
meeting of the shareholders (the notice of which either includes mention of the
proposed submittal or is waived pursuant to Section 3.03 above) or by unanimous
written consent to corporate action without a meeting pursuant to Section 3.13
below. If any contract or act so submitted is approved or ratified by a majority
of the votes cast thereon at such meeting or by such unanimous written consent,
the same will be valid and as binding upon the corporation and all of its
shareholders as it would be if it were the act of its shareholders.
3.12. Informalities and Irregularities, All informalities or
irregularities in any call or notice of a meeting of the shareholders or in the
areas of credentials, proxies, quorums, voting and similar matters, will be
deemed waived if no objection is made at the meeting.
3.13. Action by Shareholders Without a Meeting. Any action required
or permitted to be taken at a meeting of the shareholders of the corporation may
be taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all of the shareholders entitled to vote with respect to the
subject matter thereof. Such consent shall have the same effect as a unanimous
vote of the shareholders of the corporation at a meeting duly called and
noticed.
IV. BOARD OF DIRECTORS
4.01. Membership. The board of directors will be comprised of not
less than five (5) nor more than eleven (11) members who need not be
shareholders of the corporation. The directors will regularly be elected at
each annual meeting of the shareholders, but directors may be elected at any
other meeting of the shareholders. The board of directors will have the power to
increase or decrease its size within the aforesaid limits and to fill any
vacancies which may occur in its membership, whether resulting from an increase
in the size of that board or otherwise, and shall hold office until the next
annual meeting of the shareholders. Each director elected by the shareholders
or the board of directors shall hold office until his or her successor is duly
elected and qualified.
4.02. Regular Meetings. A regular annual meeting of the board of
directors is to be held as soon as practicable after the adjournment of each
annual meeting of the shareholders, either at the place of the shareholders'
meeting
-6-
or at such other place as the directors elected at the shareholders meeting may
have been informed of at or prior to the time of their election. Additional
regular meetings may be held at regular intervals at such places and at such
times as the board of directors may determine.
4.03. Special Meetings. Special meetings of the board of directors
may be held whenever and wherever called for by the chairman of the board, the
president or the number of directors which would be required to constitute a
quorum.
4.04. Notices. No notice need be given of regular meetings of the
board of directors. Written notice of the time and place (but not necessarily
the purpose or all of the purposes) of any special meeting will be given to each
director in person or via mail or telegram addressed to him at his latest
address appearing on the corporation's records. Notice to any director of any
such special meeting will be deemed given sufficiently in advance when (i) if
given by mail, the same is deposited in the mail, with first class or airmail
postage prepaid, at least four days before the meeting date, or (ii) if
personally delivered or given by telegram, the same is handed to the director,
or the telegram is delivered to the telegraph office for fast transmittal, at
least 48 hours prior to the convening of the meeting. Any director may waive
call or notice of any meeting (and any adjournment thereof) at any time before,
during which or after it is held. Attendance of a director at any meeting will
automatically evidence his waiver of call and notice of such meeting (and any
adjournment thereof) unless he is attending the meeting for the express purpose
of objecting to the transaction of business because the meeting has not been
properly called or noticed. Any meeting, once properly called and noticed (or as
to which call and notice have been waived as aforesaid) and at which a quorum is
formed, may be adjourned to another time and place by a majority of those in
attendance.
4.05. Quorum. A quorum for the transaction of business at any
meeting or adjourned meeting of the board of directors will consist of a
majority of those then in office. Once a quorum has been formed, the directors
from time to time remaining in attendance at such meeting prior to its
adjournment will continue to be legally competent to transact business properly
brought before the meeting, notwithstanding the prior departure from the meeting
of enough directors to leave less than a quorum.
4.06. Voting. Any matter submitted to a meeting of the board of
directors will be resolved by a majority of the votes cast thereon. In case of
an equality of votes,
-7-
the chairman of the meeting will have a second or deciding vote.
4.07. Executive Committee. The board of directors, by resolution
adopted by a majority of the full board, may name one or more of its members as
an executive committee. Such executive committee will have and may exercise the
powers of the board of directors in the management of the business and affairs
of the corporation while the board is not in session, subject to such
limitations as may be included in the board's resolution; provided, however,
that such executive committee shall not have the authority of the board of
directors in reference to the following matters; (1) the submission to
shareholders of any action that requires shareholders' authorization or approval
under applicable law; (2) the filling of vacancies on the board of directors or
in any committee of the board of directors, (3) the amendment or repeal of the
bylaws, or the adoption of new bylaws; and (4) the fixing of compensation of
directors for serving on the board or on any committee of the board of
directors. Any member of the executive committee may be removed, with or without
cause, by the board of directors. In the event any vacancy occurs in the
executive committee, it shall be filled by the board of directors.
4.08. Other Committees. The board of directors, from time to time,
by resolution adopted by a majority of the full board, may appoint other
standing or temporary committees from its membership and vest such committees
with such powers as the board may include in its resolution; provided, however
that such committees shall be restricted in their authority as specifically set
forth with respect to the executive committee in Section 4.07 above.
4.09. Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors or of any committee at which
action is taken on any matter will be presumed to have assented to the action
taken unless his dissent is entered in the minutes of the meeting or unless he
files his written dissent to such action with the person acting as secretary of
the meeting before the adjournment thereof or forwards such dissent by
registered or certified mail to the secretary of the corporation within two
business days after the adjournment of the meeting. A right to dissent will not
be available to a director who voted in favor of the action.
4.10. Compensation. By resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
board of directors
or of any committee, and may be paid a fixed sum for attendance at each such
meeting and/or a stated salary as a director or committee member. No such
payment will preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
4.11. Action by Directors Without a Meeting. Any action required or
permitted to be taken at a meeting of the board of directors or of any committee
thereof may be taken without a meeting if all directors or committee members, as
the case may be, consent thereto in writing. Such consent shall have the same
effect as a unanimous vote of the directors or committee members of the
corporation at a meeting duly called and noticed.
4.12. Meetings by Conference Telephone. Any member of the board of
directors or of a committee thereof may participate in any meeting of the board
or such committee by means of a conference telephone or similar communication
equipment whereby all members participating in such meeting can hear one
another. Such participation shall constitute attendance in person, unless
otherwise stated as provided in Section 4.04 above.
V. OFFICERS - GENERAL
5.01. Elections and Appointments. The board of directors will elect
or appoint a president, one or more vice presidents, a secretary, and a
treasurer, and may choose a chairman of the board. The regular election or
appointment of officers will take place at each annual meeting of the board of
directors, but elections of officers may be held at any other meeting of the
board. A person elected or appointed to any office will continue to hold that
office until the election or appointment of his successor, subject to action
earlier taken pursuant to Sections 5.04 or 7.01 below. Any two or more offices
may be held by the same person, except the offices of president and secretary.
5.02. Additional Appointments. In addition to the officers
contemplated in Section 5.01 above, the board of directors may elect or appoint
other corporate or divisional officers or agents with such authority to perform
such duties as may be prescribed from time to time by the board of directors, by
the president or by the superior officer of any person so elected or appointed.
Each of such persons (in the order designated by the board) will be vested with
all of the powers and charged with all of the duties of his or her superior
officer in the event of such superior officer's absence or disability.
5.03. Bonds and Other Requirements. The board of directors may
require any officer to give bond to the corporation (with sufficient surety,
and conditioned for the faithful performance of the duties of his or her office)
and to comply with such other conditions as may from time to time be required of
him or her by the board.
5.04. Removal; Delegation of Duties. The board of directors may,
whenever in its judgment the best interests of the corporation will be served
thereby, remove any officer or agent of the corporation or temporarily delegate
his powers and duties to any other officer or to any director. Such removal or
delegation shall be without prejudice to the contract rights, if any, of the
person so removed or whose powers and duties have been delegated. Election or
appointment of an officer or agent shall not of itself create contract rights.
5.05. Salaries. The salaries of officers may be fixed from time to
time by the board of directors or (except as to the president's own) left to the
discretion of the president. No officer will be prevented from receiving a
salary by reason of the fact that he or she is also a director of the
corporation.
VI. SPECIFIC OFFICERS
6.01. Chairman of the Board. The board of directors may elect a
chairman to serve as a general executive officer of the corporation, and, if
specifically designated as such by the board, as the chief executive officer of
the corporation. If elected, the chairman will preside at all meetings of the
board of directors and be vested with such other powers and duties as the board
may from time to time delegate to him or her.
6.02. President and Vice Presidents. Unless otherwise specified by
resolution of the board of directors, the president will be the chief executive
officer of the corporation. The president will supervise the business and
affairs of the corporation and the performance by all of its other officers of
their respective duties, subject to the control of the board of directors (and
of its chairman, if the chairman has been specifically designated as chief
executive officer of the corporation). One or more vice presidents shall be
elected by the board of directors to perform such duties as may be designated by
the board or be assigned or delegated to them by the chief executive officer.
Any one of the vice presidents as authorized by the board will
-10-
be vested with all of the powers and charged with all of the duties of the
president in the event of his or her absence or inability to act. Except as may
otherwise be specifically provided in a resolution of the board of directors,
the president or any vice president will be a proper officer to sign on behalf
of the corporation any deed, bill of sale, assignment, option, mortgage, pledge,
note, bond, evidence of indebtedness, application, consent (to service of
process or otherwise), agreement, indenture or other instrument of any
significant importance to the corporation. The president or any vice president
may represent the corporation at any meeting of the shareholders of any other
corporation in which this corporation then holds shares, and may vote this
corporation's shares in such other corporation in person or by proxy appointed
by him or her, provided that the board of directors may from time to time confer
the foregoing authority upon any other person or persons.
6.03. Secretary. The secretary will keep the minutes of meetings of
the shareholders, board of directors and any committee, and all unanimous
written consents of the shareholders, board of directors and any committee of
the corporation, and will see that all notices are duly given in accordance with
the provisions of these bylaws or as required by law. The secretary will be
custodian of the corporate seal and corporate records, and, in general,
perform all duties incident to the office. Except as may otherwise be
specifically provided in a resolution of the board of directors, the secretary
and each assistant secretary will be a proper officer to take charge of the
corporation's stock transfer books and to compile the voting record pursuant to
Section 3.05 above, and to impress the corporation's seal on any instrument
signed by the president, any vice president or any other duly authorized person,
and to attest to the same.
6.04. Treasurer. The treasurer will keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation, and will
cause all money and other valuable effects to be deposited in the name and to
the credit of the corporation in such depositaries subject to withdrawal in such
manner, as may be designated by the board of directors. He or she will render to
the president, the directors and the shareholders at proper times an account of
all his or her transactions as treasurer and of the financial condition of the
corporation. The treasurer shall be responsible for preparing and filing such
financial reports, financial statements and returns as may be required by law.
-11-
VII. RESIGNATIONS AND VACANCIES
7.01. Resignations. Any director, committee member or officer may
resign from his or her office at any time by written notice delivered or
addressed to the corporation at its known place of business. Any such
resignation will be effective upon its receipt by the corporation unless some
later time is therein fixed, and then from that time; the acceptance of a
resignation will not be required to make it effective.
7.02. Vacancies. If the office of any director, committee member or
officer becomes vacant by reason of his or her death, resignation,
disqualification, removal or otherwise, the board of directors may choose a
successor to hold office for the unexpired term.
VIII. SEAL
8.01. Form Thereof. The board of directors may provide for a seal of
the corporation which will have inscribed thereon the name of the corporation,
the state and year of its incorporation and the words "Corporate Seal".
IX. CERTIFICATES REPRESENTING SHARES
9.01. Form Thereof. Each certificate representing shares of the
corporation will be in such form as may from time to time be approved by the
board of directors, will be consecutively numbered and will exhibit such
information as may be required by applicable law.
9.02. Signatures and Seal Thereon. All certificates issued for
shares of the corporation (whether new, reissued or transferred) will bear the
signatures of the president or a vice president, and of the secretary or an
assistant secretary, and the impression of the corporation's corporate seal, if
any. The signatures of such officers of the corporation and the impression of
its corporate seal may be in facsimile form on any certificate which is counter-
signed by a transfer agent and/or registered by a registrar duly appointed by
the corporation and other than the corporation itself or one of its employees.
If a supply of unissued certificates bearing the facsimile signature of a
person remains when that person ceases to hold the office of the corporation
indicated on such certificates, they may still be countersigned, registered,
issued and delivered by the corporation's transfer agent and/or registrar
thereafter, the same as though such person had continued to hold the office
indicated on such certificate.
-12-
9.03. Ownership. The corporation will be entitled to treat the
registered owner of any share as the absolute owner thereof and, accordingly,
will not be bound to recognize any beneficial, equitable or other claim to, or
interest in, such share on the part of any other person, whether or not it has
notice thereof, except as may expressly be provided by applicable law.
9.04. Transfers. Transfers of shares of the corporation may be
made on the stock transfer books of the corporation only at the direction of
the person named in the certificate therefor (or by his or her duly authorized
attorney-in-fact) and upon the surrender of such certificate .
9.05. Lost Certificates. In the event of the loss, theft or
destruction of any certificate representing shares of the corporation or of any
predecessor corporation, the corporation may issue (or, in the case of any such
shares as to which a transfer agent and/or registrar have been appointed, may
direct such transfer agent and/or registrar to countersign, register and
issue) a new certificate, and cause the same to be delivered to the owner of the
shares represented thereby, provided that the owner shall have submitted such
evidence showing the circumstances of the alleged loss, theft or destruction,
and his ownership of the certificate, as the corporation considers satisfactory,
together with any other facts which the corporation considers pertinent, and
further provided that a bond shall have been provided in form and amount
satisfactory to the corporation (and to its transfer agent and/or registrar,
if applicable), unless the shares represented by the certificate lost, stolen
or destroyed have at the time of the issuance of the new certificate a market
value of $500 or less (as determined by the corporation on the basis of such
information as it may select), in which case the requirements of a bond may be
waived. The corporation may act through its president, any vice president, its
secretary or its treasurer for any purpose of this Section 9.05.
X. DIVIDENDS
10.01. Subject to such restrictions or requirements as may be
imposed by applicable law or the corporation's articles or as may otherwise be
binding upon the corporation, the board of directors may from time to time
declare and the corporation may pay dividends on shares of the corporation
outstanding on the dates of record fixed by the board, to be paid in cash, in
property or in shares of the corporation on or as of such payment or
distribution dates as the board may prescribe.
-13-
XI. AMENDMENTS
11.01. These bylaws may be altered, amended, supplemented, repealed
or temporarily or permanently suspended, in whole or in part, or new bylaws may
be adopted, at any duly constituted meeting of the board of directors (the
notice of which meeting either includes mention of the proposed action relative
to the bylaws or is waived pursuant to Section 4.04 above) or, alternatively, by
unanimous written consent to corporate action without a meeting of the board of
directors pursuant to Section 4.11 above. If, however, any such action arises as
a matter of necessity at any such meeting and is otherwise proper, no notice
thereof will be required.
DATED this 3rd day of June, 1980.
GOODYEAR FARMS, INC.,
an Arizona corporation
By /s/ Charles J. Pilliod, Jr.
---------------------------
Charles J. Pilliod, Jr
President
By /s/ Fredrick S. Myers
---------------------------
Fredrick S. Myers
Secretary