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EXHIBIT 3.134
BYLAWS OF STRIGEN, INC.
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ARTICLE I. OFFICES..............................................................................................1
ARTICLE II. STOCKHOLDERS........................................................................................1
Section 1. Annual Meeting. ...............................................................................1
Section 2. Special Meetings. .............................................................................1
Section 3. Place of Meeting. .............................................................................1
Section 4. Notice of Meeting. ............................................................................1
Section 5. Closing of Transfer Books or Fixing of Record Date. ...........................................2
Section 6. Voting Record. ................................................................................2
Section 7. Quorum. .......................................................................................2
Section 8. Proxies. .......................................................................................3
Section 9. Voting of Shares. .............................................................................3
Section 10. Voting of Shares by Certain Holders. .........................................................3
Section 11. Information Action by Shareholders. ..........................................................3
Section 12. Cumulative Voting. ...........................................................................4
ARTICLE III. BOARD OF DIRECTORS.................................................................................4
Section 1. General Powers. ...............................................................................4
Section 2. Number, Tenure and Qualifications. ............................................................4
Section 3. Regular meetings. .............................................................................4
Section 4. Special Meetings. .............................................................................4
Section 5. Notice. .......................................................................................4
Section 6. Quorum. .......................................................................................5
Section 7. Manner of Acting. .............................................................................5
Section 8. Action Without a Meeting. .....................................................................5
Section 9. Vacancies. ....................................................................................5
Section 10. Compensation. ................................................................................5
Section 11. Presumption of Assent. .......................................................................5
ARTICLE IV. OFFICERS............................................................................................5
Section 1. Number. .......................................................................................5
Section 2. Election and Term of Office. ..................................................................6
Section 3. Removal. ......................................................................................6
Section 4. Vacancies. ....................................................................................6
Section 5. President. ....................................................................................6
Section 6. The Vice-Presidents. ..........................................................................6
Section 7. The Secretary. ................................................................................6
Section 8. The Treasurer. ................................................................................7
Section 9. Assistant Secretaries and Assistant Treasurers. ...............................................7
Section 10. Salaries. ....................................................................................7
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ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS................................................................7
Section 1. Contracts. ....................................................................................7
Section 2. Loans. ...................................... .................................................7
Section 3. Checks, Drafts, etc. ..........................................................................8
Section 4. Deposits. .....................................................................................8
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER..........................................................8
Section 1. Certificates for Shares. ......................................................................8
Section 2. Transfer of Shares. ...........................................................................8
ARTICLE VII. FISCAL YEAR........................................................................................8
ARTICLE VIII. DIVIDENDS.........................................................................................8
ARTICLE IX. CORPORATE SEAL......................................................................................9
ARTICLE X. WAIVER OF NOTICE.....................................................................................9
ARTICLE XI. AMENDMENTS..........................................................................................9
ARTICLE XII. EXECUTIVE COMMITTEE................................................................................9
Section 1. Appointment. ..................................................................................9
Section 2. Authority. .....................................................................................9
Section 3. Tenure and Qualifications. ....................................................................9
Section 4. Meetings. ....................................................................................10
Section 5. Quorum. ......................................................................................10
Section 6. Action Without a Meeting. ....................................................................10
Section 7. Vacancies. ...................................................................................10
Section 8. Resignations and Removal. ....................................................................10
Section 9. Procedure. ...................................................................................10
ARTICLE XIII. EMERGENCY BYLAWS.................................................. ............................. 10
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BYLAWS OF STRIGEN CORPORATION
ARTICLE I. OFFICES
The principal office of the Corporation in the State of Utah shall be
located in the City of Sandy, County of Salt Lake. 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 Revised
Business Corporation Act to be maintained in the State of Utah may be, but need
not be, identical with the principal office 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 the Stockholders shall
be held on the second Tuesday in the month of March in each year, beginning with
the year 2001, at the hour of 9:00 o'clock a.m., or such other time on such
other day within such month as shall be fixed by the Board of Directors, for the
purpose of electing Directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State of Utah, such meeting shall be held on the next
succeeding business day. If the election of Directors shall not be held on the
day designated herein for any annual meeting of the Stockholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the Stockholders as soon thereafter as conveniently may
be.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Stockholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than one-tenth of all
outstanding shares of the Corporation entitled to vote at the meeting.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Utah, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all Stockholders entitled to vote at a meeting may
designate any place, either within or without the State of Utah, as the place
for the holding of such meeting. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the principal office
of the Corporation in the State of Utah.
SECTION 4. NOTICE OF MEETING. Written notice stating the places, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless otherwise prescribed by
statute, be delivered not less than ten nor
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more than sixty days before the date of the meeting, either personally or by
mail, by or at the direction of the President, or the Secretary, or the Officer
or other persons calling the meeting, to each Stockholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the Stockholder at
his/her address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid.
SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining Stockholders entitled to 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 any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, seventy days. If the stock
transfer books shall be closed for the purpose of determining Stockholders
entitled to notice of or to vote at a meeting of Stockholders, such books shall
be closed for at least ten days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of 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 seventy days and, in case of a meeting of
Stockholders, not less than ten 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 an no record date is fixed for the
determination of Stockholders entitled to 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 of 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 6. VOTING RECORD. The Officer or agent having charge of the
stock transfer books for shares of the Corporation shall make a complete record
of the Stockholders entitled to vote at each meeting of Stockholders or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such record shall be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
Stockholder during the whole time of the meeting for the purposes thereof.
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 Stockholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The Stockholders present at a duly organized meeting may
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continue to transact business until adjournment, notwithstanding the withdrawal
of enough Stockholders to leave less than a quorum.
SECTION 8. PROXIES. At all meetings of Stockholders, a Stockholder may
vote in person or by proxy executed in writing by the Stockholder 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
eleven months from the date of its execution, unless otherwise provided in the
proxy.
SECTION 9. VOTING OF SHARES. Subject to the provisions of Section 12 of
this Article II, each outstanding share entitled to vote shall be entitled to
one vote upon each matter submitted to a vote at a meeting of Stockholders.
SECTION 10. 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
Bylaws of such Corporation may prescribe, or, in the absence of such provisions,
as the Board of Directors of such other Corporation may determine.
Shares held by as administrator, executor, guardian or conservator may be
voted by him/her, either in person or by proxy, without a transfer of such
shares into his/her name. Shares standing in the name of a trustee may be voted
by him/her, either in person or by proxy, but no trustee shall be entitled to
vote shares held by him/her without a transfer of such shares into his/her name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without transfer into his/her name if authority to do so is 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 pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the Corporation, nor
shares held by another Corporation if a majority of the shares entitled to vote
for the election of Directors of such other Corporation are held by the
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
SECTION 11. INFORMATION ACTION BY SHAREHOLDERS Any action required or
permitted to be taken at a meeting of the Stockholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the Stockholders of entitled to vote with respect to the
subject matter thereof.
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SECTION 12. CUMULATIVE VOTING. 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/her for as many persons as
there are Directors to be elected and for whose election he/she has a right to
vote, or to cumulate his/her votes by giving one candidate as many votes as the
number of such Directors multiplied by the number of his/her shares shall equal,
or by distributing such votes on the same principle among any number of such
candidates.
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 not less than three nor more than five. Each
Director shall hold office until the next annual meeting of Stockholders and
until his/her successor shall have been elected and qualified. Directors need
not be residents of the State of Utah or Stockholders of the Corporation.
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 Stockholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Utah, for the holding of additional regular meetings
without other notice than such 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 two Directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Utah, as the place for
holding any special meeting of the Board of Directors called by them.
SECTION 5. NOTICE. Notice of any special meeting shall be given at
least two days previously thereto by written notice delivered personally or
mailed to each Director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. 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 a 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
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
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SECTION 6. QUORUM. A majority of the number of Directors fixed by
Section 2 of this Article III 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 tine without further notice.
SECTION 7. MANNER OF ACTING. The act of the 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 required or permitted
to 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 so taken, shall be
signed by all of the Directors.
SECTION 9. 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/her predecessor in
office. Any directorship to be filled by reason of an increase in the number of
Directors may be filled by election by the Board of Directors for a term of
office continuing only until the next election of Directors by the Stockholders.
SECTION 10. COMPENSATION. By resolution of the Board of Directors, each
Director may be paid his/her expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a stated salary as director or a fixed
sum for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.
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/her dissent shall be entered in the minutes of the meeting or unless he/she
shall file his/her 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 a
President, one or more Vice-Presidents (the number thereof to be determined by
the Board of Directors), a Secretary, and a Treasurer, 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.
Any two or more Offices may be held by the same person, except the Offices of
President and Secretary.
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SECTION 2. ELECTION AND TERM OF OFFICE. The Officers of the Corporation
to be elected by the Board of Directors 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 Stockholders. If the election of Officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each Officer shall held office until his/her successor
shall have been duly elected and shall have been qualified or until his/her
death or until he/she 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/She shall, when present, preside at all meetings
of the Stockholders and of the Board of Directors. He/She may sign, with the
secretary or any other proper Officer of the Corporation authorized by the Board
of Directors, certificates for shares of the Corporation and 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 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; 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.
SECTION 6. THE VICE-PRESIDENTS. In the absence of the President or in
the event of his/her death, inability or refusal to act, the Vice-President (or
in the event there be more than one Vice-President, the Vice-Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their 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. 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/her by the President or by the Board of Directors.
SECTION 7. THE SECRETARY. The Secretary shall: (a) keep the minutes of
the proceedings of the Stockholders 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
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and of the seal of the Corporation as 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 Stockholder which shall be furnished to the Secretary by such
Stockholder; (e) sign with the President, or a Vice-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 Secretary and such other duties as from time to time
may be assigned to him/her by the President or by the Board of Directors.
SECTION 8. THE TREASURER. The Treasurer 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 depositories as shall be
selected in accordance with the provisions in Article V of these Bylaws; and (c)
in general perform all 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. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his/her duties in such sum and
with such surety or sureties as the Board of Directors shall determine.
SECTION 9. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries, when authorized by the Board of Directors, may sign with
the President or a Vice-President certificates for shares of the Corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directions. The Assistant Treasurer shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurer, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors.
SECTION 10. 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 be reason of the fact that he/she is also a Director of
the Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any Officer
or Officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
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SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such Officer or Officers, agent of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise
employed 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. 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. Such certificates shall be signed by the President or a
Vice-President and by the Secretary or an Assistant Secretary and sealed with
the corporate seal or a facsimile thereof. The signatures of such Officers upon
a certificate may be facsimile if the certificate is manually signed on behalf
of a transfer agent or a registrar, other than the Corporation itself or one of
its employees. Each certificate 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 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 by the holder
of record thereof or by its legal representative, who shall furnish proper
evidence of authority to transfer, or by his/her attorney authorized by a power
of attorney duly executed and filed with the secretary of the Corporation, and
on surrender for cancellation of the certificate of such shares. 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 VII. FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January
and end on the thirty-first day of December in each year.
ARTICLE VIII. 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 its Articles of Incorporation.
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ARTICLE IX. 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 X. WAIVER OF NOTICE
Whenever any notice is required to be given to any Stockholder or Director
of the Corporation under the provisions of these Bylaws or under the provisions
of the Articles of Incorporation or under the provisions of the Utah Revised
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.
ARTICLE XI. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors or by the Stockholders at any regular or
special meeting.
ARTICLE XII. EXECUTIVE COMMITEE
SECTION 1. APPOINTMENT. The Board of Directors by resolution adopted by
a majority of the full Board, may designate two or more of its members to
constitute an executive committee. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.
SECTION 2. AUTHORITY. The executive committee, when the Board of
Directors is not in session shall have and may exercise all of the authority of
the Board of Directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee and except also
that the executive committee shall not have the authority of the Board of
Directors in reference to amending the Articles of Incorporation, adopting a
plan of merger or consolidation, recommending to the Stockholders the sale,
lease or other disposition of all or substantially all the property and assets
of the Corporation otherwise than in the usual and regular course of its
business, recommending to the Stockholders a voluntary dissolution of the
Corporation or a revocation thereof, or amending the Bylaws of the Corporation.
SECTION 3. TENURE AND QUALIFICATIONS. Each member of the executive
committee shall hold office until the next regular annual meeting of the Board
of Directors following his designation and until his/her successor is designated
as a member of the executive committee and is elected and qualified.
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SECTION 4. MEETINGS. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member thereof upon not less than a one day notice stating the
place, date and hour of the meeting, which notice may be written or oral, and if
mailed, shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the executive committee at his business address. Any
member of the executive committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.
SECTION 5. QUORUM. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
SECTION 6. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the. executive committee at a 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 members of the executive committee.
SECTION 7. VACANCIES. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full Board of Directors.
SECTION 8. RESIGNATIONS AND REMOVAL. Any member of the executive
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full Board of Directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the President or Secretary of the Corporation, and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 9. PROCEDURE. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these Bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information at
the meeting thereof held next after the proceedings shall have been taken.
ARTICLE XIII. EMERGENCY BYLAWS
The Emergency Bylaws provided in this Article XIII shall be operative
during any emergency in the conduct of the business of the Corporation resulting
from an attack on the United States or any nuclear or atomic disaster,
notwithstanding any different provision in the preceding Articles of the Bylaws
or in the Articles of Incorporation of the Corporation or in the Utah Revised
Business Corporation Act. To the extent not inconsistent with the provisions of
this Article, the Bylaws provided in the preceding Articles shall remain in
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effect during such emergency and upon its termination the Emergency Bylaws shall
cease to be operative.
During any such emergency:
(a) A meeting of the Board of Directors may be called by any Officer
or Director of the Corporation. Notice of the time and place of the meeting
shall be given by the person calling the meeting to such Directors as it
may be feasible to reach by any available means of communication. Such
notice shall be given at such time in advance of the meeting as
circumstances permit in the judgment of the person calling the meeting.
(b) At any such meeting of the Board of Directors, a quorum shall
consist of two or more directors.
(c) The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of succession
in the event that during such an emergency any or all Officers or agents of
the Corporation shall for any reason be rendered incapable of discharging
their duties.
(d) The Board of Directors, either before or during any such
emergency, may, effective, in the emergency, change the head office or
designate several alternative head offices or regional offices, or
authorize the Officers so to do.
No Officer, Director or employee acting in accordance with these Emergency
Bylaws shall be liable except for willful misconduct.
These Emergency Bylaws shall be subject to repeal or change by further
action of the Board of Directors or by action of the Stockholders, but no such
repeal or change shall modify the provisions of the next preceding paragraph
with regard to action taken prior to the time of such repeal or change. Any
amendment of these Emergency Bylaws may make any further or different provision
that may be practical and necessary for the circumstances of the emergency.
Adopted by vote of the board of directors March _____, 2000.
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Secretary
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