BYLAWS
OF
RESOLUTION ASSISTANCE CORPORATION
ARTICLE I
NAME, REGISTERED OFFICE AND REGISTERED AGENT
Section 1.1. Name. The name of this Corporation is:
Resolution Assistance Corporation.
Section 1.2. Registered Office and Registered Agent.
The address of the registered office of this Corporation is 470
S. 1350 E., Bountiful, Utah 84010. The name of the registered
agent of this Corporation at that address is Gary R. Henrie.
The Corporation shall at all times maintain a registered office.
The location of the registered office may be changed by the
Board of Directors. The Corporation may also have offices in
such other places as the Board may from time to time designate.
ARTICLE II
SHAREHOLDER MEETINGS
Section 2.1. Annual Meeting. The annual meeting of
the shareholders of the Corporation shall be held at such place
within or without the State of Utah as shall be set forth in
compliance with these Bylaws. The meeting shall be held on the
third Monday in the month of January of each calendar year at
1:00 p.m. or at such other time and day as the Board of
Directors may subsequently determine. This meeting shall be for
the election of Directors and for the transaction of such other
business as may properly come before it.
Section 2.2. Special Meetings. Special meetings of
shareholders, other than those regulated by statute, may be
called at any time by the President or by a majority of the
Directors, and must be called by the President upon written
request of the holders of at least ten percent (10%) of the
outstanding shares entitled to vote at such special meeting.
Written notice of such meeting shall be given to each
shareholder of record in the same manner as notice of the annual
meeting. No business other than that specified in the notice of
the meeting shall be transacted at any such special meeting.
Section 2.3. Notice of Shareholder Meetings. The
Secretary shall give written notice stating the place, the date,
and hour of each shareholder meeting and, in the case of a
special meeting, the purpose(s) for which the meeting is called
and the name of the person by whom or at whose direction the
meeting is called. Such notice shall be delivered not less than
ten (10) nor more than sixty (60) days prior to the date of the
meeting, either personally or by mail, to each shareholder 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 shareholder at his address as it
appears on the stock transfer books of the Corporation, with
postage thereon prepaid.
Section 2.4. 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 shareholders 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 business
office of the Corporation.
Section 2.5. Record Date. The Board of Directors may
fix a date not less than ten (10) nor more than sixty (60) days
prior to any meeting as the record date for the purpose of
determining shareholders entitled to notice of and to vote at
any such meeting of the shareholders. The stock transfer books
may be closed by the Board of Directors for a stated period not
to exceed sixty (60) days for the purpose of determining
shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other
purpose.
Section 2.6. Quorum. A majority of the outstanding
shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at any meeting of
shareholders. If less than a majority of the outstanding shares
is represented at any such meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice. At a meeting resumed after any such adjournment
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 shareholders present at any
duly assembled meeting at which a quorum is in attendance may
continue to transact business until adjournment, notwithstanding
the withdrawal of shareholders in such number that less than a
quorum remain.
Section 2.7. Voting. The holder of an outstanding
share entitled to vote at any meeting may vote at such meeting
in person or by proxy. Except as may be otherwise provided in
the Articles of Incorporation, every shareholder shall be
entitled to one (1) vote for each share standing in his name on
the records of the Corporation. Except as otherwise provided by
law or as provided herein or as may be otherwise provided in the
Articles of Incorporation, all shareholder actions shall be
determined by a majority of the votes cast at any meeting of
shareholders by the holders of proxies of shares entitled to
vote thereon.
Section 2.8. Proxies. At all meetings of
shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary
of the Corporation before or at the time of the meeting. The
duration of the proxy and its revocability shall be governed by
Section 722 of the Utah Revised Business Corporation Act (the
"Act"), as currently in effect or as hereinafter amended.
Section 2.9. Informal Action by Shareholders. Any
action required to be taken at a meeting of the shareholders, or
any action which may be taken at a meeting of the shareholders,
may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action so taken, shall be
signed by holders of the outstanding shares of the Corporation
having not less than the minimum number of votes that would be
necessary to authorize or take the action at a meeting at which
all shares entitled to vote thereon were present and voted.
Section 2.10. Meetings by Telecommunication. Any or
all of the shareholders of the Corporation may participate in
any annual or special meeting of shareholders by, or the meeting
may be conducted through the use of, any means of communication
by which all persons participating in the meeting can hear each
other during the meeting. A shareholder participating in a
meeting by this means shall be considered to be present at such
meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1. General Powers. The business and
affairs of the Corporation shall be managed by its Board of
Directors. The Board of Directors may adopt such rules and
regulations for the conduct of its meetings and the management
of the Corporation as it deems proper.
Section 3.2. Number, Tenure and Qualifications. The
Board of Directors of the Corporation shall consist of three (3)
directors. Unless removed pursuant to Section 3.9, each
director shall hold office until the next annual meeting of
shareholders and until his successor shall have been duly
elected and qualified. Directors need not be residents of the
State of Utah or shareholders of the Corporation.
Section 3.3. Regular Meetings. A regular meeting of
the Board of Directors shall be held without other notice than
by this Bylaw, immediately following after and at the same place
as the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place for the holding
of additional regular meetings without other notice than such
resolution.
Section 3.4. Special Meetings. Special meetings of
the Board of Directors may be called by order of the Chairman of
the Board, the President, or two-thirds (2/3) of the directors.
The Secretary shall give notice of the time and place of each
special meeting by mailing the same at least five (5) days
before the meeting or by telephoning or telegraphing the same at
least two (2) days before the meeting to each director.
Section 3.5. Meetings by Telecommunication. Any or
all directors may participate in any regular or special meeting
by, or conduct the meeting through the use of, any means of
communication by which all directors participating may hear each
other during the meeting. A director participating in a meeting
by this means is considered to be present in person at the
meeting.
Section 3.6. Quorum. A majority of the members of
the Board of Directors shall constitute a quorum for the trans-
action of business, but less than a quorum may adjourn any
meeting from time to time until a quorum shall be present,
whereupon the meeting may be held, as adjourned, without further
notice. At any meeting at which every director shall be
present, even though without any notice, any business may be
transacted.
Section 3.7. Manner of Acting. At all meetings of
the Board of Directors, each director shall have one (1) vote.
The act of a majority present at a meeting shall be the act of
the Board of Directors, provided a quorum is present.
Section 3.8. Vacancies. A vacancy in the Board of
Directors shall be deemed to exist in case of death,
resignation, or removal of any director, or if the authorized
number of directors be increased, or if the shareholders fail,
at any meeting of shareholders at which any director is to be
elected, to elect the full, authorized number to be elected at
that meeting. If any vacancy shall occur in the Board of
Directors through death, resignation, removal or other cause, or
if it should appear desirable to have additional directors serve
on an interim basis until the next annual meeting of
shareholders, the remaining directors may, by the vote of the
majority of such remaining directors, appoint such persons as
they may determine to become substitute directors or new interim
directors who shall be directors during such absence, disability
or interim period or until the replaced director shall return to
duty or until the next annual meeting of shareholders. The de-
termination by the Board of Directors, as shown in the minutes,
of the fact of such absence or disability or the desirability of
an interim director and the duration of the terms for such
directors shall be conclusive as to all persons and the
Corporation.
Section 3.9. Removal. directors may be removed at
any time without cause by vote of the shareholders holding more
than fifty percent (50%) of the shares outstanding and entitled
to vote. Such vacancy shall be filled by the directors then in
office, though less than a quorum, and any person so designated
or appointed shall hold office until the next annual meeting or
until his successor is duly elected and qualified; provided that
any directorship to be filled by reason of removal by the share-
holders may be filled by election by the shareholders at the
meeting at which the director is removed. No reduction of the
authorized number of directors shall have the effect of removing
any director prior to the expiration of his term of office.
Section 3.10. Resignation. A director may resign at
any time by delivering written notification thereof to the
President or Secretary of the Corporation. A resignation shall
become effective upon its acceptance by the Board of Directors;
provided, however, that if the Board of Directors has not acted
thereon within ten (10) days after the date of its delivery, the
resignation shall be deemed accepted upon the tenth (10th) day.
Section 3.11. Presumption of Assent. A director who
is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file
his written dissent to 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 adjournment of
the meeting. Such right of dissent shall not apply to a
director who voted in favor of such action.
Section 3.12. 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,
and may be paid a fixed sum for attendance at each such meeting
or 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 3.13. Informal Action by Directors. Any
action required to be taken at a meeting of directors or any
action which may be taken at a meeting of directors, may be
taken without a meeting by a written consent, setting forth the
action so taken, signed by all of the directors of the
Corporation.
Section 3.14. Chairman. The Board of Directors may
elect from its own number a Chairman of the Board, who shall
preside at all meetings of the Board of Directors, and shall
perform such other duties as may be prescribed from time to time
by the Board of directors.
ARTICLE IV
OFFICERS
Section 4.1. Number. The officers of the Corporation
shall be one (1) President and one (1) Secretary, each of whom
shall be elected by a majority of 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. In its
discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of
President and Secretary. Any two (2) or more offices may be
held by the same person. Officers need not be directors or
shareholders of the Corporation. Notwithstanding anything
herein to the contrary, the initial officers may be appointed by
the incorporator.
Section 4.2. 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 shareholders. If the election of officers
shall not be held at such meeting, such election shall be held
as soon thereafter as convenient. Each officer shall hold
office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign
or shall have been removed in the manner hereinafter provided.
Section 4.3. Resignation. Any officer may resign at
any time by delivering a written resignation either to the
President or to the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery.
Section 4.4. Removal. Any officer or agent may be
removed by the Board of Directors, with or without cause,
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. Any such removal shall
require a majority vote of the Board of Directors, exclusive of
the officer in question if he is also a director.
Section 4.5. Vacancies. A vacancy in any office
because of death, resignation, removal, disqualification or
otherwise, or if a new office shall be created, may be filled by
the Board of Directors for the unexpired portion of the term.
Section 4.6. President. The President shall be the
chief executive and administrative officer of the Corporation.
He shall preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board, at meetings of the Board
of Directors. He shall exercise such duties as customarily per-
tain to the office of President and shall have general and
active supervision over the property, business, and affairs of
the Corporation and over its several officers. He may appoint
officers, agents, or employees other than those appointed by the
Board of Directors. He may sign, execute and deliver in the
name of the Corporation notes, powers of attorney, contracts,
bonds and other obligations, and shall perform such other duties
as may be prescribed from time to time by the Board of Directors
or by these Bylaws.
Section 4.7. Secretary. The Secretary shall,
subject to the direction of the President, keep the minutes of
all meetings of the shareholders and of the Board of Directors
and, to the extent ordered by the Board of Directors or the
President, the minutes of meetings of all committees. She shall
cause notice to be given of meetings of shareholders, of the
Board of Directors, and of any committee appointed by the Board.
She may sign or execute notes and contracts with the President
thereunto authorized in the name of the Corporation. She shall
have general responsibility for the accounts and the monies of
the Corporation and shall have signature authority with respect
to such accounts as authorized by the President. She shall per-
form such other duties as may be prescribed from time to time by
the Board of Directors or by these Bylaws. She shall be sworn
to the faithful discharge of her duties.
Section 4.8. Other Officers. Other officers shall
perform such duties and have such powers as may be assigned to
them by the Board of Directors.
Section 4.9. Salaries. The salaries or other
compensation of the officers of the Corporation shall be fixed
from time to time by the Board of Directors, except that the
Board of Directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of
any subordinate officers or agents. No officer shall be
prevented from receiving any such salary or compensation by
reason of the fact that he is also a director of the
Corporation.
Section 4.10. Surety Bonds. If the Board of
Directors shall so require, any officer or agent of the
Corporation shall execute to the Corporation a bond in such sums
and with such surety or sureties as the Board of Directors may
direct.
ARTICLE V
COMMITTEES
Section 5.1. Executive Committee. The Board of Directors
may appoint from among its members an Executive Committee of not
less than two (2) members, one (1) of whom shall be the Pres-
ident, and shall designate one (1) of such members as Chairman.
The Board may also designate one (1) or more of its members as
alternates to serve as members of the Executive Committee in the
absence or disability of a regular member(s). The Board of
directors reserves to itself alone the power to declare
dividends, issue stock, recommend to shareholders any action
requiring their approval, change the membership of any committee
at any time, fill vacancies therein, and disband any committee
either with or without cause at any time. Subject to the
foregoing limitations, the Executive Committee shall possess and
exercise all other powers of the Board of Directors during the
intervals between meetings.
Section 5.2. Other Committees. The Board of Directors may
also appoint from among its own members such other committees as
the Board of Directors may determine. Such committees shall in
each case consist of not less than two (2) directors, and shall
have such powers and duties as shall from time to time be
prescribed by the Board. If not appointed to be a member of a
committee, the President shall be a member ex-officio of each
committee appointed by the Board of Directors. A majority of
the members of any committee may fix rules of procedure from
such committee.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 6.1. Contracts. The Board of Directors may
authorize any officer(s) or agent(s) to enter into any contract
or execute and deliver any instrument in the name and on behalf
of the Corporation, and such authority may be either general or
confined to specific instances.
Section 6.2. Loans. No loan or advances shall be
contracted on behalf of the Corporation, no negotiable paper or
other evidence of its obligation under any loan or advance shall
be issued in its name, and no property of the Corporation shall
be mortgaged, pledged, hypothecated or transferred as security
for the payment of any loan, advance, indebtedness or liability
of the Corporation unless and except as authorized by the Board
of Directors. Any such authorization may be either general or
confined to specific instances.
Section 6.3. 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, or as
may be selected by any officer or agent so authorized by the
Board of Directors.
Section 6.4. Checks and Drafts. All notes, drafts,
acceptances, checks, endorsements and evidences of indebtedness
of the Corporation shall be signed by such officer(s) or such
agent(s) of the Corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for
deposit to the credit of the Corporation in any of its duly
authorized depositories shall be made in such manner as the
Board of Directors from time to time may determine.
Section 6.5. Bonds and Debentures. Every bond or de-
benture issued by the Corporation shall be evidenced by an
appropriate instrument which shall be signed by the President
and by another officer of the Corporation and the seal of the
Corporation may, but need not, be affixed thereto.
ARTICLE VII
STOCK AND STOCK CERTIFICATES
Section 7.1 Certificates of Stock. Each stockholder shall
be entitled to a certificate signed by, or in the name of the
Corporation by, two officers of the Corporation, certifying the
number of shares owned by him. Any of or all the signatures on
the certificate may be facsimile.
Section 7.2 Transfers of Stock. Transfers of stock shall
be made only upon the transfer books of the Corporation kept at
an office of the Corporation or by transfer agents designated to
transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 7.4 of Article
VII of these bylaws, an outstanding certificate for the number
of shares involved shall be surrendered for cancellation before
a new certificate is issued therefor.
Section 7.3 Record Date. The Board of Directors may fix a
record date, which shall not be more than 60 nor less than 10
days before the date of any meeting of stockholders, nor more
than 60 days prior to the time for the other action hereinafter
described, as of which there shall be determined the
stockholders who are entitled to (a) notice of or to vote at any
meeting of stockholders or any adjournment thereof to (b)
express consent to corporate action in writing without a meeting
to (c) receive payment of any dividend or other distribution or
allotment of any rights or (d) to exercise any rights with
respect to any change, conversion or exchange of stock or with
respect to any other lawful action.
Section 7.4. Lost, Stolen or Destroyed Certificates. In
the event of the loss, theft or destruction of any certificate
of stock, another may be issued in its place pursuant to such
regulations as the Board of Directors may establish concerning
proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.
Section 7.5. Regulations. The issue, transfer, conversion
and registration of certificates of stock shall be governed by
such other regulations as the Board of Directors may establish.
Section 7.6. Shares Without Certificates. Unless the
Articles of Incorporation provides otherwise, the Board of
Directors may authorize the issue of some or all of the shares
of any or all of its classes or series without certificates.
The authorization does not affect shares already represented by
certificates until they are surrendered to the Corporation.
Within a reasonable time after the issue or transfer
of shares without certificates, the Corporation shall send the
shareholder a written statement containing such information as
is required by the Act.
If the Corporation is authorized to issue different
classes of shares or different series within a class, the
written statement shall describe the designations, relative
rights, preferences, and limitations applicable to each class
and the variation in rights, preferences and limitations
determined for each series (and the authority of the Board of
Directors to determine variations for future series).
ARTICLE VIII
INDEMNIFICATION
Section 8.1. Indemnification. The Corporation shall and
does hereby indemnify and hold harmless each person and his
heirs and administrators who shall serve at any time as a
director, officer, employee, agent or fiduciary of the Cor-
poration from and against any and all claims, judgments and lia-
bilities to which such persons shall become subject by reason of
his having heretofore or hereafter been a director, officer,
employee, agent or fiduciary of the Corporation, or by reason
of any action alleged to have been heretofore or hereafter taken
or omitted to have been taken by him as such director, officer,
employee, agent or fiduciary to the full extent permitted by the
Act, as presently in effect or as hereafter amended, and shall
reimburse any such person for all legal and other expenses
reasonably incurred by him in connection with any such claim or
liability; provided that the Corporation shall have the power to
defend such person from all suits and claims. The rights
accruing to any person under the foregoing provisions of this
section shall not exclude any other right to which he may
lawfully be entitled, nor shall anything herein contained
restrict the right of the Corporation to indemnify or reimburse
such person in any proper case, even though not specifically
provided for herein or otherwise permitted. The Corporation,
its directors, officers, employees and agents, shall be fully
protected in taking any action or making any payment, or in
refusing so to do in reliance upon the advice of counsel.
Section 8.2. Other Indemnification. The indemnifi-
cation herein provided shall not be deemed exclusive of any
other right to indemnification to which any person seeking
indemnification may be entitled under any bylaw, agreement, vote
of shareholders or disinterested directors, or otherwise, both
as to action taken in his official capacity and as to action
taken in any other capacity while holding such office. It is
the intent hereof that all officers, directors, employees,
agents or fiduciaries be and hereby are indemnified to the
fullest extent permitted by the laws of the State of Utah and
these Bylaws. The indemnification herein provided shall
continue as to any person who has ceased to be a director,
officer, employee, agent or fiduciary and shall inure to the
benefit of the heirs, estate and personal representative of any
such person.
Section 8.3. Insurance. The Board of Directors may, in
its discretion, direct that the Corporation purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee, agent or fiduciary of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, agent or fiduciary
of another Corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against liability under the provisions of
this section.
Section 8.4. Settlement by Corporation. The right of any
person to be indemnified shall be subject always to the right of
the Corporation by the Board of Directors, in lieu of such in-
demnity, to settle any claim, action, suit or proceeding at the
expense of the Corporation by the payment of the amount of such
settlement and the costs and expenses incurred in connection
therewith.
ARTICLE IX
WAIVER OF NOTICE
Section 9.1. Waiver of Notice. Whenever any notice is
required to be given to any shareholder or director of the
Corporation under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the
provisions of the Act, a waiver thereof in writing signed by the
person(s) entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance at any meeting shall constitute a
waiver of notice of such meeting, except where attendance is for
the express purpose of objecting to the legality of that
meeting.
ARTICLE X
MISCELLANEOUS
Section 10.1. Facsimile Signature. In addition to the
provisions for the use of facsimile signatures elsewhere
specifically authorized by these bylaws, facsimile signatures of
any officer or officers of the Corporation may be used whenever
and as authorized by the Board of Directors or a committee
thereof.
Section 10.2. Corporate Seal. The Board of Directors may
provide a suitable seal, containing the name of the Corporation.
Section 10.3. Reliance Upon Books, Reports, and Records.
Each director, each member of any committee designated by the
Board of Directors, and each officer of the Corporation shall,
in the performance of his duties, be fully protected in relying
in good faith upon the books of account or other records of the
Corporation, including reports made to the Corporation by any of
its officers, by an independent certified public accountant, or
by an appraiser selected with reasonable care.
Section 10.4. Fiscal Year. The fiscal year of the
Corporation shall be as fixed by the Board of Directors.
Section 10.5. Time Periods. In applying any provision of
these bylaws which requires that an act be done or not done a
specified number of days prior to an event or that an act be
done during a period of a specified number of days prior to an
event, calendar days shall be used, the day of the doing of the
act shall be excluded, and the day of the event shall be
included.
ARTICLE XI
AMENDMENTS
Section 11.1. Amendments. These bylaws may be amended or
repealed by the Board of Directors at any meeting or by the
stockholders at any meeting.
The above and foregoing bylaws were adopted by and for
the Corporation by the incorporator on the 27th day of October,
1998.