Exhibit 3.2
BY-LAWS
OF
KUBLA KHAN, INC.
OFFICES
Section 1. The principal office of the Corporation shall be located at
6990 South Park Centre Drive, Suite 315, Salt Lake City, Utah 84121. The
corporation may have such other offices, either within or without the state of
Utah as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
The registered office of the Corporation required by the Utah Business
Corporation Act to be maintained in the State of Utah may be, but need not be,
identical with the principal offices in the State of Utah, and the address of
the registered office may be changed, from time to time, by the Board of
Directors.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of stockholders shall be
held at the principal office of the Corporation at such other places on the
Third Friday of March or at such other times as the Board of Directors may,
from time to time, determine. If the day so designated falls upon a legal
holiday then the meeting shall be held upon the first day thereafter. The
Secretary shall serve personally or by mail a written notice thereof, not less
than ten (10) nor more than fifty (50) days previous to such meeting,
addressed to each stockholder at his address as it appears on the
stock book; but at any meeting at which all stockholders not present have
waived notice in writing, the giving of notice as above required may be
dispensed with.
Section 2. Special Meetings. Special meeting of stockholders other than
those regulated by statute, may be called at any time by a majority of the
Directors. Notice of such meeting stating the place, day and hour and the
purpose for which it is called, shall be served personally or by mail, not
less than ten (10) days before the date set for such meeting. If mailed, it
shall be directed to a stockholder at his address as it appears on the stock
book; but at any meeting at which all stockholders not present have waived
notice in writing, the giving of notice as above described may be dispensed
with. The Board of Directors shall also, in like manner, call a special
meeting of stockholders representing not less than ten percent (10%) of the
capital stock of the Corporation entitled to vote at the meeting. The
President may in his direction call a special meeting of stockholders upon ten
(10) days notice.
Section 3. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining stockholders entitled to receive notice of or to vote
at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend; or in order to make a
determination of stockholders for nay other proper purpose, the Board of
Directors of the corporation may provide that the stock transfer books shall
be closed for at least ten (10) days immediately preceding such meeting. In
lieu of closing the stock transfer books, the board of
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Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than
thirty (30) days, and in case of a meeting of stockholders, not less than ten
(10) days prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken. If the stock transfer books
are not closed, and no record date is fixed for the determination of
stockholders entitled to receive notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination as to
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
Section 4. Voting. At all meetings of the stockholder of record having
the right to vote, subject to the provisions of Section 3, each stockholder of
the Corporation is entitled to one (1) vote for each share of stock having
voting power standing in the name of such stockholder on the books of the
Corporation. Votes may be cast in person or by written authorized proxy.
Section 5. Proxy. Each proxy must be executed in writing by the
stockholder of the Corporation or his duly authorized attorney. Such proxy
shall be filed with the Secretary of the Corporation before or at the time of
the meeting. No proxy shall be valid
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after the expiration of eleven (11) months from the date of its execution
unless it shall have specified therein its duration.
Every proxy shall be revocable at the discretion of the person executing
it or of his personal representatives or assigns.
Section 6. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as
the by-laws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him either in person or by proxy without a transfer of such shares
into his name. Shares tending in the name of a trustee may be voted by him
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be bored by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the Court by which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledge shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or
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indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding shares at any given time.
Section 7. Election of Directors. At each election for Directors, every
stockholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him.
Section 8. 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 the stockholders.
If a quorum shall not be present or represented, the stockholders
entitled to vote thereat, present in person or by proxy, shall have the power
to adjourn the meeting, from time to time, until the quorum shall be present
or represented. At such rescheduled meeting at which a quorum specified item
of business may be transacted which might have been transacted at the meeting
as originally notified.
The number of votes or consents of the holders of any class of stock
having voting power which shall be necessary for the transaction of any
business or any specified item of business at any meeting of stockholders, or
the giving of any consent, shall be a majority of the outstanding shares of
the Corporation entitled to vote, represented in person or by proxy.
Section 9. Informal Action by Stockholders. Any action required to be
taken at a meeting of the stockholders, or any other action which may be taken
at a meeting of the stockholders, may be taken at a meeting if a consent in
writing setting forth the action
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so taken shall be signed by all of the stockholders entitled to vote with
respect to the subject matter thereof.
ARTICLE III
DIRECTORS
Section 1. Number. The affairs and business of this Corporation shall be
managed by a Board of Directors. The first Board of Directors shall consist
of three (3) members. Thereafter the number of directors may be increased to
not more than nine (9) by resolution of the Board of Directors. Directors
need not be residents of the State of Utah and need not be stockholders of the
Corporation.
Section 2. Election. The Directors shall be elected at each annual
meeting of the stockholders, but if any such annual meeting is not held, or
the Directors are not elected thereat, the Directors may be elected at any
special meeting of the Stockholders held for that purpose.
Section 3. Term of Office. The term of office of each of the Directors
shall be one (1) year, which shall continue until his successor has been
elected and qualified.
Section 4. Duties. The Board of Directors shall have the control and
general management of the affairs and business of the Corporation. Such
Directors shall in all cases act as a Board, except as herein provided in
Section 1, regularly convened, by a majority, and may adopt such rules and
regulations for the conduct of meetings and the management of the Corporation,
as may be deemed proper, so long as it is not inconsistent with these Bylaws
and the
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Laws of the State of Utah.
Section 5. Directors' Meetings. Regular meetings of the Board of
Directors shall be held immediately following the annual meeting of the
stockholders, and at such other time and places as the Board of Directors may
determine. Special meetings of the Board of Directors may be called by the
President or the Secretary upon the written request of two (2) Directors.
Section 6. Notice of Meetings. Notice of meetings other than the regular
annual meeting shall be given by service upon each Director in person, or by
mailing to him at his last known address, at least three (3) days before the
date therein designated for such meeting, including the day of mailing, of a
written or printed notice thereof specifying the time and place of such
meeting, and the business to be brought before the meeting, and no business
other than that specified in such notice shall be transacted at any special
meeting. At any Directors' meeting at which a quorum of the Board of
Directors shall be present (although held without notice), any and all
business may be transacted which might have been transacted if the meeting had
been duly called if a quorum of the Directors waive or are willing to waive
the notice requirements of such meeting.
Any Directors may waive notice of any meeting under the provisions of
Article XII. The attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting except where a Director attends a meeting for
the express purpose of objecting to the transaction of any business because
the meeting is
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not lawfully convened or called.
Section 7. Voting. At all meetings of the Board of Directors, each
Director is to have one (1) vote. 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. Vacancies. Vacancies in the board occurring between annual
meetings shall be filled for the unexpired portion of the term by a majority
of the remaining Directors.
Section 9. Removal of Directors. Any one or more of the Directors may be
removed, with or without cause, at any time, by a vote of the stockholders
holding a majority of the stock, at any special meeting called for that
purpose.
Section 10. Quorum. The number of Directors who shall be present at any
meeting of the board of directors in order to constitute a quorum for the
transaction of any business or any specified item of business shall be a
majority.
The number or votes of directors that shall be necessary for the
transaction of any business of any specified item of business at any meeting
of the Board of Directors shall be a majority.
If a quorum shall not be present at any meeting of the board of
directors, those present may adjourn the meeting, from time to time, until a
quorum shall be present.
Section 11. Executive Committee. By resolution of the Board of Directors
and at their option, the Directors may designate an Executive Committee which
includes at least three (3) Directors, to manage and direct the daily affairs
of the Corporation. Said
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Executive Committee shall have and may exercise all of the authority that is
vested in the Board of Directors as if the Board of Directors were regularly
convened, except that the Executive Committee shall not have authority to
amend these By-Laws.
At all meetings of the Executive Committee, each member of said committee
shall have one (1) vote and the act of a majority of the members present at a
meeting at which a quorum is present shall be the act of the Executive
Committee.
The number of Executive Committee members who shall be present at any
meeting of the Executive Committee in order to constitute a quorum for the
transaction of business or any specified item of business shall be a majority.
The number of votes of Executive Committee members that shall be
necessary for the transaction of any business or any specified item of
business at any meeting of the Executive Committee shall be a majority.
Section 12. Compensation. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors or each may be paid a stated salary as Director. No
such payment shall preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor.
Section 13. 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 is entered
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in the minutes of the meeting or unless he shall file his written dissent to
such action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be: President,
Vice-President, Secretary, and Treasurer, and such assistant Secretaries as
the President shall determine. An officer may hold more than one (1) office.
Section 2. Election. All officers of the Corporation shall be elected
annually by the Board of Directors at its meeting held immediately following
the meeting of the stockholders, and shall hold office for the term of one (1)
year or until their successors are duly elected. Officers need not be members
of the Board of Directors.
The Board may appoint such other officers, agents and employees as it
shall deem necessary who shall have such authority and shall perform such
duties as, from time to time, shall be prescribed by the Board.
Section 3. Duties of Officers. The duties and powers of the officers of
the Corporation shall be as follows:
PRESIDENT
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The President shall, when present, preside at all meetings of the
stockholders and Directors. He shall present at each annual meeting of the
stockholders and Directors, a report of the condition of the business of the
Corporation. He shall cause to be called regular and special meetings of the
stockholders and Directors in accordance with these Bylaws. He shall appoint
and remove, employ and discharge, and fix the compensation of all agents,
employees, and clerks of the corporation other than the duly appointed
officers, subject to the approval of the Board of Directors. He shall sign
and make all contracts and agreements in the name of the Corporation, subject
to the approval of the Board of Directors. He shall see that the books,
reports, statements and certificates required by the statutes are properly
kept, made and filed according to law. He shall sign all certificates of
stock, notes, drafts, or bills of exchange, warrants or other orders for the
payment of money duly drawn by the Treasurer; and he shall enforce these
By-laws and perform all the duties incident to the position and office, and
which are required by law.
VICE PRESIDENT
During the absence or inability of the President to render and perform
his duties or exercise his powers, as set forth in these Bylaws or in the acts
under which the Corporation is organized, the same shall be performed and
exercised by the Vice-President; and when so acting, he shall have all the
powers and be subject to all the responsibilities hereby given to or imposed
upon such President.
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SECRETARY
The Secretary shall keep the minutes of the meetings of the Board of
Directors and of the stockholders in appropriate books, provided for that
purpose. He shall give and serve all notices of the Corporation. He shall be
custodian of the records and of the corporate seal and affix the latter when
required. He shall keep the stock and transfer books in the manner prescribed
By-laws, so as to show at all times the amount of capital stock issued and
outstanding; the manner and the time compensation for the same was paid; the
names of the owners thereof, alphabetically arranged; the number of shares
owned by each; the time at which each person became such owner; and the amount
paid thereon; and keep such stock and transfer books open daily during the
business hours of the office of the corporation, subject to the inspection of
any stockholder of the corporation, and permit such stockholder to make
extracts from said books to the extent prescribed by law. He shall sign all
certificates of stock. He shall present to the Board of Directors their
stated meetings all communications addressed to him officially by the
President or any officer or stockholder of the Corporation; and he shall
attend to all correspondence and perform all the duties incident to the office
of Secretary.
TREASURER
The Treasurer shall have the care and custody of and be responsible for
all the funds and securities of the Corporation, and deposit all such funds in
the name of the Corporation in such bank or banks, trust company or trust
companies or safe deposit
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vaults as the Board of Directors may designate. He shall exhibit at all
reasonable times his books and accounts to any Director or stockholder of the
Corporation upon application at the office of the Corporation during business
hours. He shall render a statement of the conditions of the finances of the
Corporation at each regular meeting of the Board of Directors, and at such
other times as shall be required of him, and a full financial report at the
annual meeting of the Stockholders. He shall keep, at the office of the
Corporation, correct books of account of all its business and transactions and
such other books of account as the Board of Directors may require. He shall
do and perform all duties appertaining to the office of Treasurer. The
Treasurer shall, if required by the Board of Directors, give to the
Corporation such security or bond for the Faithful discharge of his duties as
the Board may direct. He shall perform such other duties as from time to time
may be assigned to him by the President or by the Directors.
Section 4. Bond. The Treasurer shall, if required by the Board of
Directors, give to the Corporation such security for the faithful discharge of
his duties as the board may direct.
Section 5. Vacancies. How Filled. All vacancies in any office shall be
filled by the Board of Directors without undue delay, either at its regular
meeting or at a meeting specifically called for that purpose. In the case of
the absence of any officer of the Corporation or for any reason that the Board
of Directors may deem sufficient, the Board may, except as specifically
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otherwise provided in these By-laws, delegate the power or duties of such
officers to any other officer or Director for the time being; provided, a
majority of the entire Board concur therein.
Section 6. Compensation of Officers. The officers shall receive such
salary or compensation as may be determined by the Board of Directors.
Section 7. Removal of Officers. The Board of Directors may remove any
officer, by a majority vote, at any time with or without cause.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Description of Stock Certificates. The certificates of stock
representing shares shall be in such form as shall be determined by the
Directors and shall be numbered and registered in the order in which they are
issued. They shall be bound in a book and shall be issued in consecutive
order therefrom, and in the margin thereof shall be entered the name of the
person owing the shares therein represented, with the number of shares and the
date thereof. Such certificates shall exhibit the holder's name, number of
shares and date of issue. They shall be signed by the President or
Vice-President, and countersigned by the Secretary or Treasurer and sealed
with the Seal of the Corporation.
Section 2. Transfer of Stock. The stock of the Corporation shall be
assignable and transferable on the books of the Corporation only by the person
in whose name it appears on said books, his legal representatives or by his
duly authorized agent.
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In case of transfer by attorney, the power of attorney, duly executed and
acknowledged, shall be deposited with the secretary. In all cases of
transfer, the former certificate must be surrendered up and canceled before a
new certificate may be issued. No transfer shall be made upon the books of
the corporation within ten (10) days next preceding the annual meeting of the
stockholders.
Section 3. Lost Certificates. If a stockholder shall claim to have lost
or destroyed a certificate or certificates of stock issued by the Corporation,
the Board of Directors may, at its discretion, direct a new certificate or
certificates to be issued, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed, and upon the
deposit of a bond or other indemnity in such form and with such securities if
any that the Board may require.
ARTICLE VI
SEAL
Section 1. Seal. The seal of the Corporation shall be as follows:
ARTICLE VII
DIVIDENDS
Section 1. When Declared. The Board of Directors shall by vote declare
dividends from the surplus profits of the Corporation whenever, in their
opinion, the condition of the Corporation's affairs will render it expedient
for such dividends to be declared.
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Section 2. Reserve. The Board of Directors may set aside, out of the net
profits of the Corporation available for dividends, such sum or sums (before
payment of dividends) as the Board, in their absolute discretion, think proper
as a reserve fund, to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and they may abolish or modify any such reserve in the manner
which it was created.
ARTICLE VIII
INDEMNIFICATION
Section 1. Any person made a party to or involved in any civil, criminal
or administrative action, suit or proceeding by reason of the fact that he or
his testator or intestate is or was a Director, officer, or employee of the
Corporation, or of any corporation which he, the testator, or intestate served
as such at the request of the Corporation, shall be indemnified by the
Corporation against expenses reasonably incurred by him or imposed on him in
connection with or resulting from the defense of such action, suit, or
proceeding and in connection with or resulting from any appeal thereon, except
with respect to matters as to which it is adjudged in such action, suit or
proceeding that such officer, Director, or employee was liable to the
Corporation, or to such other corporation, for negligence of misconduct in the
performance of his duty. As used herein the term "expense" shall include all
obligations incurred by such person for the payment of
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money, including without limitation, attorney's fees, judgments, awards,
fines, penalties, and amounts paid in satisfaction of judgment or in
settlement of any such action, suit, or proceedings, except amounts paid to
the Corporation or such other corporation by him.
A judgment or conviction whether based on plea of guilty or nolo
contendere or its equivalent, or after trial, shall not of itself be deemed an
adjudication that such Director, officer or employee is liable to the
Corporation, or such other corporation, for negligence of misconduct in the
performance of his duties. Determination of the rights of such
indemnification and the amount thereof may be made at the option of the person
to be indemnified pursuant to procedure set forth, from time to time, in the
By-laws or by any of the following procedures:
a) order of the Court or administrative body or agency having
jurisdiction on the action, suit, or proceeding
b) resolution adopted by a majority of the quorum of the Board of
Directors of the Corporation without counting in such majority any
Directors who have incurred expenses in connection with such
action, suit or proceeding
c) if there is no quorum of Directors who have not incurred expense
in connection with such action, suit, or proceeding, then by
resolution adopted by a majority of the committee of stockholders
and Directors who have not incurred such expenses appointed by the
Board of Directors
d) resolution adopted by a majority of the quorum of the Directors
entitled to vote at any meeting; or
e) order of any Court having jurisdiction over the Corporation.
Any such determination that a payment by way of indemnification should be
made will be binding upon the
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Corporation. Such right of indemnification shall not be exclusive of any
other right which such Directors, officers and employees of the Corporation
and other person above mentioned may have or hereafter acquire, and without
limiting the generality of such statement, they shall be entitled to their
respective rights of indemnification under any By-law, Agreement, vote of
stockholders, provision of law, or otherwise in addition to their rights under
this Article. The provisions of this Article shall apply to any member of any
committee appointed by the Board of Directors as fully as though each person
had been Director, officer or employee of the Corporation. Directors shall be
afforded the maximum protection as provided under Utah Code Annotated
16-10a-841 or as it is amended.
ARTICLE IX
AMENDMENTS
Section 1. How Amended. These By-laws may be altered, amended, repealed
or added to by the vote of the Board of Directors of the Corporation at any
regular meeting of said Board, or at a special meeting of Directors called for
that purpose, provided a quorum of the Directors as provided by law and by the
Articles of Incorporation, are present at such regular meeting or special
meeting. These By-laws and amendments thereto and new By-laws added by the
Directors may be amended, altered or replaced by the stockholders at any
annual or special meeting of the stockholders.
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ARTICLE X
FISCAL YEAR
Section 1. Fiscal Year. The fiscal year shall begin January 1 and end
December 31.
ARTICLE XI
WAIVER OF NOTICE
Section 1. Whenever any notice is required to be given to any
shareholders or Directors of the Corporation under the provisions of these
By-laws or under the Articles of Incorporation under the provisions of the
Utah Business Corporation Act, 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.
ADOPTED this 28 day of March 2000.
KUBLA KAHN, INC.
a Utah corporation
/s/ William S. Roberts
BY:__________________________
President/Chairman Of The Board
WILLIAM S. ROBERTS
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of KUBLA
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KAHN, INC., a Utah corporation; and
2. That the foregoing By-Laws, comprising 20 pages, constitute the
By-Laws of said Corporation as duly adopted at a meeting of the Board of
Directors thereof duly held on the 28 day of March 2000.
/s/ Kristin D. Ramsey
_____________________________
Secretary / KRISTINE D. RAMSEY
(Seal)
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