BYLAWS OF
UP SEDONA, INC.
ARTICLE I
Offices
The principal office of this Corporation shall be in Phoenix, Arizona.
Offices may also be maintained at such other place or places, either within or
without the State of Arizona, as may be designated from time to time by the
Board of Directors, or as the business of the Corporation may require, and the
business of the Corporation may be transacted at such other offices with the
same effect as that conducted at the principal office.
ARTICLE II
Shareholders
Section 2.1 Annual Meeting
The annual meeting of the Shareholders shall be held on the second
Tuesday in August of each year, or if that day is a legal holiday, at the same
hour on the next day thereafter which is not a legal holiday, for the purpose of
electing directors and for the transaction of such other business as may
properly come before the meeting. If the election of directors shall not be held
on the day designated herein for the annual meeting of the Shareholders, the
Board of Directors shall cause the election to be conducted at a special meeting
of the Shareholders as soon thereafter as such may conveniently be held.
Section 2.2 Special Meetings
Special meetings of the Shareholders, for any purpose or purposes, may
be called by the President or by the Vice President whenever deemed expedient or
necessary. The President or Vice President shall call a special meeting of the
Shareholders when so requested by the holders of a majority of the outstanding
stock entitled to vote of the Corporation, or when so instructed by a majority
of the Board of Directors.
Section 2.3 Place of Meetings
Annual and special meetings of the Shareholders shall be held at the
principal office of the Corporation, unless a different place is specified in
the notice of such meeting. No annual or special meeting of the Shareholders
shall be held without the State of Arizona, except by the written consent of all
Shareholders entitled to vote at such meeting.
EXHIBIT 3.2
Section 2.4 Notice of Meetings
Written notice stating the place, day and hour of the meeting, and in
the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered by or at the direction of the President, Vice
President or Secretary to each Shareholder of record entitled to vote at such
meeting not less than ten (10) nor more than fifty (50) days before the date of
the meeting, except that notice of special meetings may be given personally or
by telephone or telegraph where more convenient, at least five (5) days prior to
such meeting, and the giving of such notice shall be evidenced by the affidavit
of the officer or person giving such notice. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, addressed to
the Shareholder at his last address appearing on the records of the Corporation.
The attendance of a Shareholder at a meeting of Shareholders shall constitute a
waiver of notice of such meeting, except where the Shareholder attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 2.5 List of Shareholders
The officer who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of Shareholders, a
complete list of the Shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address and the number of shares registered
in the name of each Shareholder. Such list shall be open to the examination of
any Shareholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any Shareholder present.
Section 2.6 Record Date
For the purpose of determining Shareholders entitled to notice of or to
vote at any meeting of Shareholders or any adjournment thereof, or Shareholders
entitled to receive payment of any dividend, or in order to make a determination
of Shareholders for any other proper purpose, the Board of Directors, at its
election, may provide that the stock transfer books shall be closed for a stated
period, but not to exceed in any case fifty (50) days prior to the event
concerned. If no record date is fixed for the determination of Shareholders
entitled to receive payment of a dividend, 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 the purposes of such event. Where a determination
of Shareholders has been made, as provided in this section, such determination
shall apply to any adjournment of any meeting called pursuant thereto.
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Section 2.7 Quorum
At any meeting of the Shareholders, the holders of a majority of the
shares issued, outstanding and entitled to vote at the meeting, present in
person or represented by proxy, shall constitute a quorum at all meetings of
Shareholders for the transaction of business except as otherwise provided by
statute of the Articles of Incorporation. In the absence of a quorum, the
meeting may be adjourned from time to time, without notice, other than an
announcement at the meeting of adjournment until a quorum becomes present. At
any such adjourned meeting at which a quorum later becomes present, any business
may be transacted which might have been transacted at the meeting as originally
notified. If the transaction of business is commenced with a quorum present, the
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of Shareholders leaving less than a quorum.
Section 2.8 Voting
Each Shareholder shall be entitled to one vote for each share standing
in his name on the books of the Corporation on the record date. A Shareholder
may vote by proxy executed in writing by the Shareholder. Such proxy shall be
filed with the Secretary before or at the time of the meeting. No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy. Shares held by a legal personal representative or by a
court appointed receiver may be voted, in person or by proxy, by such
representative or receiver without the transfer of such shares into the name of
the trustee, except pursuant to a valid voting trust agreement. A Shareholder
whose shares are pledged shall be entitled to vote such shares. Treasury shares
of the Corporation shall not be voted at any meeting of the Shareholders. When a
quorum is present at any meeting, the vote of the holders of a majority of the
voting power present, whether in person or represented by proxy, shall decide
any question brought before any such meeting, unless the question is one upon
which, the express provision by Arizona statute or of the Articles of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
Section 2.9 Cumulative Voting
In all elections of Directors of the Corporation, each Shareholder shall
have the right to cast as many votes in the aggregate as shall equal the number
of his shares of stock having voting power, multiplied by the number of
Directors to be elected at such election; and each Shareholder may cast the
whole of such votes whether in person or by proxy for one candidate, or
distribute such votes among two or more candidates; and Directors of the
Corporation shall not be elected otherwise.
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Section 2.10 Informal Action
Any action required to be taken at a meeting of the Shareholders, or any
other action which may be taken at such meeting, may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the Shareholders entitled to vote with respect to the subject matter
thereof.
Section 2.11 Irregularities
All information and/or irregularities in calls, notices of meetings and
in the manner of voting, form of proxies, credentials, and method of
ascertaining those present, shall be deemed waived if no objection is made at
the meeting or if waived in writing.
ARTICLE III
Board of Directors
Section 3.1 Qualification, Duties and Powers
The property and business of the Corporation shall be managed and
controlled by a Board of Directors, none of whom need be Shareholders or
residents of the State of Arizona. Subject to the restrictions imposed by law,
the Articles of Incorporation or these Bylaws, the Board of Directors may
exercise all of the powers of the Corporation. It shall be the duty of the
Directors to keep a complete record of the proceedings of their meetings.
Section 3.2 Number of Directors
The number of Directors may be increased or decreased from time to time
by resolution of the Board of Directors, or by resolution at an annual meeting
of the Shareholders, or by a special meeting of Shareholders duly called for
that purpose, but shall not be less than one (1) or more than ten (10). Until
further action by the Board of Directors or the Shareholders, the Board shall be
composed of one (1) member.
Section 3.3 Regular Meetings
A regular meeting of the Board of Directors shall be held without notice
other than by this Bylaw immediately after and at the same place as the annual
meeting of the Shareholders. The Board of Directors may provide by resolution
the time and place, either within or without the State of Arizona, for the
holding of additional regular meetings without other notice than such
resolution.
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Section 3.4 Special Meetings
Special meetings of the Board of Directors may be called by the
President, Vice President or a majority of the Board of Directors, whenever
deemed expedient or necessary with written notice of such meeting to be given at
least five (5) days prior to the proposed meeting date, and delivered personally
or mailed to each Director at his business address, or by telegram. If notice be
given by telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail properly addressed, with
postage prepaid. Any Director may waive notice of any meeting. The attendance of
a Director at a meeting shall constitute a waiver of notice of such meeting,
except where the Director attends a meeting for the express purpose of objecting
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
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
Section 3.5 Quorum and Voting
A majority of the Directors then in office shall constitute a quorum for
the transaction of business at any meeting of the Board of Directors. If less
than a quorum is present at the meeting, a majority of the Directors present may
adjourn the meeting to another time and place without further notice other than
announcement at the meeting. A quorum shall be considered to exist for all
purposes if a majority of the Directors participate in the meeting by means of a
conference telephone call hookup (or by ordinary telephone hookup in the event
only one Director participates by such means), but the decisions reached at a
meeting of the Directors so held shall not become effective unless and until the
Directors physically absent from the place of holding such meeting shall confirm
by telegram or other writing delivered to the Secretary of the meeting their
votes with respect to the matters decided upon. When a quorum is present at any
meeting, the concurrence of a majority of the Directors present shall decide any
issue brought before such meeting unless the question is one upon which, by the
express provision of an Arizona statute or of the Articles of Incorporation, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.
Section 3.6 Action Without Meeting
Unless otherwise restricted by the Articles of Incorporation or these
Bylaws, any action required or permitted to be taken at any meeting of the Board
of Directors may be taken without a meeting, if all members of the Board or
Committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or Committee.
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Section 3.7 Waiver of Notice
Attendance of a Director at a meeting shall constitute waiver of notice
of such meeting, except when the person attends the meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Any Director may waive notice of any annual,
regular, or special meeting of Directors by executing a written notice of waiver
either before or after the time of the meeting.
Section 3.8 Vacancies
A vacancy occurring in the Board of Directors by resignation may be
filled by the affirmative vote of a majority of the remaining Directors though
less than a quorum of the Board of Directors or, if only one Director remains in
office, a vacancy may be filled by appointment by such remaining Director, and
further vacancies shall then be filled by vote of those Directors then in
office. A vacancy occurring by reason of the death or legal incompetency of any
Director shall be filled at a special meeting of the Shareholders to be called
by the President or Vice President for that purpose. At such meeting, an
election of all of the Directors shall be held upon the principle of cumulative
voting. Any vacancy occurring by reason of an increase in the number of
Directors shall be filled by the majority vote of the existing Directors.
Directors shall serve until their successors are elected and qualified. Should
the last remaining Director die or resign while in office, there shall be a
special meeting called by the Shareholders in order to elect a new Board of
Directors.
Section 3.9 Compensation
The Directors may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefore.
ARTICLE IV
Officers
Section 4.1 Selection and Term of Office
Officers shall be elected at the annual meeting of the Board of
Directors, or at a special meeting called for that purpose of the Board of
Directors. The Board of Directors may fill vacancies from time to time occurring
among the officers and may create such additional offices as they deem
desirable. A special meeting may be called at any time by a majority vote of the
Board of Directors to consider the removal of officers. Each officer shall serve
at the pleasure of the Board of Directors, or until his death, legal
incompetency, resignation or removal.
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Section 4.2 President
The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors or the
Executive Committee thereof, shall supervise and control all of the business and
affairs of the Corporation. He shall, when present, preside at all meetings of
the Shareholders and of the Board of Directors.
Section 4.3 Vice President
In the absence of the President or in the event of his 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
election) 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. The President or any Vice President may sign, with the Secretary or
an Assistant Secretary, certificates for shares of the Corporation; and shall
perform such other duties as from time to time may be assigned to him by the
President or the Board of Directors. The office of Vice President, while
established by these Bylaws, may be filled or may remain vacant in the sole
discretion of the Board of Directors. In the absence of affirmative action by
the Board of Directors, it shall be presumed that the office of Vice President
shall remain vacant.
Section 4.4 Secretary
The Secretary shall: (1) keep minutes of all meetings of the Board of
Directors and of all meetings of the Shareholders; (2) see that all notices are
duly given in accordance with the provisions of these Bylaws or as required by
law; (3) be the custodian of the corporate records and of the seal of the
Corporation; (4) keep a register of the post office address of each Shareholder
which shall be furnished to the Secretary by such Shareholder; (5) have general
charge of the stock transfer books of the Corporation; and (6) in general, shall
perform duties incident to the office of Secretary and such other duties as from
time to time shall be assigned by the President or the Board of Directors.
Section 4.5 Treasurer
The Treasurer shall: (1) have charge and custody of and be responsible
for all the funds and securities of the Corporation; (2) receive and give
receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit all monies in the name of the Corporation in such banks,
trust companies or other depositories as shall be selected in accordance with
the provisions of these Bylaws; (3) keep such regular books and accounts as may
be necessary and appropriate for the orderly management of the Corporation's
affairs, or have such books and accounts kept under his direction and
supervision; (4) render statements of such accounts to the President, Directors
or Shareholders when so requested; and (5) in general, shall perform all of the
duties as from time to time shall be assigned by the President or the Board of
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Directors. If required by the Board of Directors, the Treasurer shall give bond
for the faithful performance of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine.
Section 4.6 Assistant Offices
One or more offices of Assistant Vice President, Assistant Secretary or
Assistant Treasurer may from time to time be established by the Board of
Directors, and the persons appointed or elected to such offices shall assist in
the performance of the duties of the designated office and such other duties as
shall be assigned to them by the Vice President, Secretary or Treasurer, as the
case may be, or by the President or the Board of Directors.
Section 4.7 Combination of Offices
Any two (2) of the offices hereinabove enumerated may be held by one and
the same person if such person is so elected or appointed, except the offices of
President and Secretary.
Section 4.8 Salaries
The salaries of the officers shall be fixed from time to time by the
Board of Directors, and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a Director of the Corporation.
ARTICLE V
Instruments and Documents:
Contracts, Loans, Checks and Deposits
Section 5.1 Documents and Obligations
The President or Vice President of the Corporation may sign any deeds,
mortgages, bonds, contracts, notes and other evidence of debt, or other
instruments or documents 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 or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
signed or executed.
Section 5.2 Checks
All checks, drafts or other orders for the payment of money issued in
the name of the Corporation shall be signed by such officer or agent of the
Corporation, and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
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Section 5.3 Attestation
The Vice President, the Secretary or any Assistant Secretary may attest
the execution of any instrument or document by the President or any other duly
authorized officer or agent of the Corporation, and may affix the corporate seal
in witness thereof, but neither such attestation nor the affixing of the
corporate seal shall be required for the effectiveness or validity of any such
document or instrument.
Section 5.4 Deposits
All sums of the Corporation not otherwise employed or needed in the
ordinary business affairs of the Corporation shall be deposited from time to
time to the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
ARTICLE VI
Stock
Section 6.1 Certificates
Certificates representing shares of the Corporation shall be in such
form as shall be determined by the Board of Directors. Such certificates shall
be signed by the President or the Vice President, and the Secretary or an
Assistant Secretary. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and the address of the person to whom the
shares represented thereby are issued shall be entered on the stock transfer
books of the Corporation together with the number of shares and the date of
issue. All certificates surrendered to the Corporation for transfer shall be
canceled and no new certificates shall be issued until the former certificate
for a like number of shares shall have been surrendered or canceled; except that
in the case of a lost, destroyed, or mutilated certificate, a new certificate
may be issued therefor upon such terms and indemnity to the Corporation as the
Board of Directors may determine.
Section 6.2 Transfers of Stock
Stock shall be transferred on the stock transfer books of the
Corporation upon surrender for cancellation of the certificate for such shares
only at the direction of the holder thereof, or by his attorney-in-fact duly
authorized thereunto in writing. The Corporation shall be protected and have no
liability in treating the person in whose name shares stand on the books of the
Corporation as the owner thereof for all purposes.
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ARTICLE VII
Dividends
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 and the Articles of Incorporation.
ARTICLE VIII
Seal
The Corporation shall have a seal consisting of two concentric circles
having in the intermediate space the words "UP Sedona, Inc.", and in the center
the words "CORPORATE SEAL ARIZONA 1996". Use of the corporate seal shall not be
requisite to the validity of any instrument by or on behalf of the Corporation.
ARTICLE IX
Fiscal Year
The fiscal year of this Corporation shall be as determined by the Board
of Directors.
ARTICLE X
Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted at any regular or special meeting of the Shareholders, or at any regular
or special meeting of the Board of Directors; provided, however, that the Board
of Directors shall not alter, amend or repeal any Bylaw provision initially
adopted at a meeting of the Shareholders of the Corporation.
Adopted by the Board of Directors of UP Sedona, Inc., at Phoenix,
Arizona, this 17th day of December, 1996.
/s/ Victor D. Setton
-----------------------
Victor D. Setton
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