**Exhibit 3.2**

 

**BYLAWS**

 

**OF**

 

***NATURE’S SUNSHINE PRODUCTS, INC.***

 

**A UTAH CORPORATION**

 

**2002**

 

**(as amended and restated March 2006)**

 

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**TABLE OF CONTENTS**

 
| ** **  | ** **          | ** **         | ** **                                                | **Page** |
|-------------|---------------------|--------------------|-----------------------------------------------------------|----------|
|        |                |               |                                                      |
| ARTICLE  1. | OFFICES             |               | 1                                                         |
|        |                | Section 1.1.  | Business  Offices                                         |     | 1 |
|        |                | Section 1.2.  | Registered  Office                                        |     | 1 |
|        |                |               |                                                      |
| ARTICLE  2. | SHAREHOLDERS        |               | 1                                                         |
|        |                | Section 2.1.  | Annual  Shareholder Meeting                               |     | 1 |
|        |                | Section 2.2.  | Special  Shareholder Meetings                             |     | 1 |
|        |                | Section 2.3.  | Place  of Shareholder Meeting                             |     | 1 |
|        |                | Section 2.4.  | Notice  of Shareholder Meeting                            |     | 2 |
|        |                | Section 2.5.  | Fixing  of Record Date                                    |     | 3 |
|        |                | Section 2.6.  | Shareholder  List                                         |     | 3 |
|        |                | Section 2.7.  | Shareholder  Quorum and Voting Requirements               |     | 4 |
|        |                | Section 2.8.  | Proxies                                                   |     | 4 |
|        |                | Section 2.9.  | Voting  of Shares                                         |     | 4 |
|        |                | Section 2.10. | Corporation’s  Acceptance of Votes                   |     | 5 |
|        |                | Section 2.11. | Intentionally  Omitted                                    |     | 6 |
|        |                | Section 2.12. | Voting  for Directors                                     |     | 6 |
|        |                | Section 2.13. | Shareholder’s  Rights to Inspect Corporate Records   |     | 7 |
|        |                | Section 2.14. | Furnishing  Financial Statements to a Shareholder         |     | 8 |
|        |                | Section 2.15. | Information  Respecting Shares                            |     | 8 |
|        |                |               |                                                      |
| ARTICLE  3. | BOARD  OF DIRECTORS |               | 8                                                         |
|        |                | Section 3.1.  | General  Powers                                           |     | 8 |
|        |                | Section 3.2.  | Number,  Tenure, and Qualifications of Directors          |     | 9 |
|        |                | Section 3.3.  | Regular  Meetings of the Board of Directors               |     | 9 |
|        |                | Section 3.4.  | Special  Meetings of the Board of Directors               |     | 9 |
|        |                | Section 3.5.  | Notice  and Waiver of Notice of Special Director Meetings |     | 9 |
|        |                | Section 3.6.  | Director  Quorum                                          |     | 10 |
|        |                | Section 3.7.  | Manner  of Acting                                         |     | 10 |
|        |                | Section 3.8.  | Director  Action Without a Meeting                        |     | 10 |
|        |                | Section 3.9.  | Removal  of Directors                                     |     | 11 |
|        |                | Section 3.10. | Board  of Director Vacancies                              |     | 11 |
|        |                | Section 3.11. | Director  Compensation                                    |     | 11 |
|        |                | Section 3.12. | Director  Committees                                      |     | 12 |
|        |                | Section 3.13. | Director’s  Rights to Inspect Corporate Records      |     | 12 |
|        |                |               |                                                      |
| ARTICLE  4. | OFFICERS/CHAIRMAN   |               | 13                                                        |
|        |                | Section 4.1.  | Number  of Officers                                       |     | 13 |
|        |                | Section 4.2.  | Appointment  and Term of Office                           |     | 14 |
|        |                | Section 4.3.  | Removal  of Officers                                      |     | 14 |
|        |                | Section 4.4.  | Chairman  of the Board                                    |     | 14 |
|        |                | Section 4.5.  | President                                                 |     | 14 |
|        |                | Section 4.6.  | Vice  Presidents                                          |     | 14 |
|        |                | Section 4.7.  | Secretary                                                 |     | 15 |
|        |                | Section 4.8.  | Treasurer                                                 |     | 15 |
|        |                | Section 4.9.  | Assistant  Secretaries and Assistant Treasurers           |     | 15 |
|        |                | Section 4.10. | Salaries                                                  |     | 16 |
|             |                     |                    |                                                           |          |  |  |

 

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**TABLEOF CONTENTS**

(continued)

 
| ** **   | ** **                                                                                             | ** **         | ** **                                          | **Page** |
|--------------|--------------------------------------------------------------------------------------------------------|--------------------|-----------------------------------------------------|----------|
|         |                                                                                                   |               |                                                |
| ARTICLE  5.  | LIMITATION  OF LIABILITY AND INDEMNIFICATION OFDIRECTORS, OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS |               | 16                                                  |
|         |                                                                                                   | Section 5.1.  | Limitation  of Liability of Directors and Officers  |     | 16 |
|         |                                                                                                   | Section 5.2.  | Indemnification  of Directors and Officers          |     | 16 |
|         |                                                                                                   | Section 5.3.  | Effect  of Repeal or Modification of Article V |     | 16 |
|         |                                                                                                   | Section 5.4.  | Insurance                                           |     | 16 |
|         |                                                                                                   |               |                                                |
| ARTICLE  6.  | CERTIFICATES  FOR SHARES AND THEIR TRANSFER                                                            |               | 16                                                  |
|         |                                                                                                   | Section 6.1.  | Certificates  for Shares                            |     | 16 |
|         |                                                                                                   | Section 6.2.  | Shares  Without Certificates                        |     | 17 |
|         |                                                                                                   | Section 6.3.  | Registration  of Transfer of Shares                 |     | 17 |
|         |                                                                                                   | Section 6.4.  | Restrictions  on Transfer of Shares Permitted       |     | 18 |
|         |                                                                                                   | Section 6.5.  | Acquisition  of Shares                              |     | 18 |
|         |                                                                                                   |               |                                                |
| ARTICLE  7.  | DISTRIBUTIONS                                                                                          |               | 19                                                  |
|         |                                                                                                   | Section 7.1.  | Distributions                                       |     | 19 |
|         |                                                                                                   |               |                                                |
| ARTICLE  8.  | CORPORATE  SEAL                                                                                        |               | 19                                                  |
|         |                                                                                                   | Section 8.1.  | Corporate  Seal                                     |     | 19 |
|         |                                                                                                   |               |                                                |
| ARTICLE  9.  | FISCAL  YEAR                                                                                           |               | 19                                                  |
|         |                                                                                                   | Section 9.1.  | Fiscal  Year                                        |     | 19 |
|         |                                                                                                   |               |                                                |
| ARTICLE  10. | AMENDMENTS                                                                                             |               | 19                                                  |
|         |                                                                                                   | Section 10.1. | Amendments                                          |     | 19 |
|              |                                                                                                        |                    |                                                     |          |  |  |

 

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**BYLAWS**

**OF**

**NATURE’SSUNSHINE PRODUCTS, INC.**

 

**ARTICLE1.  OFFICES**

 

Section 1.1.                           Business Offices.  Theprincipal office of Nature’s Sunshine Products, Inc., a Utah corporation(the “Corporation”), shall be located at any place either within or outside theState of Utah, as designated in the Corporation’s Articles of Incorporation orthe Corporation’s most recent annual report on file with the Division ofCorporations and Commercial Code providing such information.  The Corporation may have such other offices,either within or outside the State of Utah as the Board of Directors maydesignate or as the business of the Corporation may require from time to time.  The Corporation shall maintain at itsprincipal office a copy of those records specified in Section 2.13 of Article 11of these Bylaws.  (16-10a-102(24))*

 

Section 1.2.                           Registered Office.  Theregistered office of the Corporation required by the Utah Revised BusinessCorporation Act shall be located within the State of Utah.  The address of the registered office may bechanged from time to time.  (16-10a-501and 16-10a-502)

 

**ARTICLE2.  SHAREHOLDERS**

 

Section 2.1.                           Annual Shareholder Meeting.  Anannual meeting of the shareholders shall be held each year on the date, at thetime, and at the place, fixed by the Board of Directors, for the purpose ofelecting directors and for the transaction of such other business as may comebefore the meeting. (16-10a-701)

 

Section 2.2.                           Special Shareholder Meetings. Special meetings of the shareholders may be called, for any purposesdescribed in the notice of the meeting, by the president, or by the Board ofDirectors, and shall be called by the president at the request of the holdersof not less than one-tenth of all outstanding votes of the Corporation entitledto be cast on any issue at the meeting. (16-10a-702)

 

Section 2.3.                           Place of Shareholder Meeting.  TheBoard of Directors may designate any place, either within or outside the Stateof Utah, as the place for any annual meeting of the shareholders and for anyspecial meeting of the shareholders called by the Board of Directors.  The president of the Corporation or anyshareholder or any group of shareholders of the Corporation holding at leastten percent (10%) of all of the voting shares of the Corporation may designateany place, within or outside the State of Utah, as the place for any specialmeeting of the shareholders called by the president or the group ofshareholders.  If no designation is madeby the Board of Directors, the president, or the shareholders, as the case maybe, the place of the meeting shall be the principal office of theCorporation.  (16-10a-701(2) and16-10a-702(3))

 

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*                                         Citations in parentheses are to Utah CodeAnnotated.  These citations are forreference only and shall not constitute a part of these bylaws.

 

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Section 2.4.                                   Notice of Shareholder Meeting.

 

(a)                                  Required Notice. Written notice stating the place, day, and hour of any annual or specialshareholder meeting shall be delivered not less than ten nor more than sixtydays before the date of the meeting, either personally or by mail, by or at thedirection of the Board of Directors, the president, or other persons calling themeeting, to each shareholder of record entitled to vote at such meeting, and toany other shareholder entitled by the Utah Revised Business Corporation Act orthe Corporation’s Articles of Incorporation to receive notice of themeeting.  Notice shall be deemed to beeffective when mailed.

 

Notice shall not be requiredto be given to any shareholder to whom:

 

(1)                                  A notice of two consecutive annual meetings,and all notices of meetings or of the taking of action by written consentwithout a meeting during the period between the two consecutive annualmeetings, have been mailed, addressed to the shareholder at the shareholder’saddress as shown on the records of the Corporation, and have been returnedundeliverable; or

 

(2)                                  at least two payments, if sent by first classmail, of dividends or interest on securities during a twelve month period, havebeen mailed, addressed to the shareholder at the shareholder’s address as shownon the records of the Corporation, and have been returned undeliverable.

 

If a shareholder to whomnotice is not required delivers to the Corporation a written notice settingforth the shareholder’s current address, or if another address for theshareholder is otherwise made known to the Corporation, the requirement thatnotice be given to the shareholder is reinstated.  (16-10a-103 and 16-10a-705)

 

(b)                                 Adjourned Meeting.  Ifany shareholder meeting is adjourned to a different date, time, or place,notice need not be given of the new date, time, or place, if the new date,time, or place is announced at the meeting before adjournment.  However, if the adjournment is for more than30 days, or if after the adjournment a new record date for the adjournedmeeting is or must be fixed (see Section 2.5 of these Bylaws), thennotice must be given pursuant to the requirements of paragraph (a) of thisSection 2.4 to shareholders of record who are entitled to vote at themeeting.  (16-10a-705(4))

 

(c)                                  Waiver of Notice.  Anyshareholder may waive notice of a meeting (or any notice required by the Utah RevisedBusiness Corporation Act, the Corporation’s Articles of Incorporation, or theseBylaws), by a writing signed by the shareholder, which is delivered to theCorporation (either before or after the date and time stated in the notice asthe date or time when any action will occur or has occurred) for inclusion inthe minutes or filing with the Corporation’s records.

 

A shareholder’s attendanceat a meeting:

 

(1)                                  Waives objection to lack of notice ordefective notice of the meeting, unless the shareholder at the beginning of themeeting objects to holding the meeting or transacting business at the meeting;and

 

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(2)                                  waives objection to consideration of aparticular matter at the meeting that is not within the purpose or purposesdescribed in the meeting notice, unless the shareholder objects to consideringthe matter when it is presented. (16-10a-706)

 

(d)                                 Contents of Notice. Notice of any special meeting of the shareholders shall include adescription of the purpose or purposes for which the meeting is called.  Except as provided in this Section 2.4(d),in the Articles of Incorporation, or in the Utah Revised Business CorporationAct, notice of an annual meeting of the shareholders need not include a descriptionof the purpose or purposes for which the meeting is called.  (16-10a-705(2) and (3))

 

Section 2.5.                                   Fixing of Record Date.  Forthe purpose of determining shareholders of any voting group entitled to noticeof or to vote at any meeting of shareholders, or shareholders entitled to takeaction without a meeting or to demand a special meeting, or shareholdersentitled to receive payment of any distribution or dividend, or in order tomake a determination of shareholders for any other proper purpose, the Board ofDirectors may fix in advance a date as the record date.  Such record date shall not be more thanseventy days prior to the date on which the particular action, requiring suchdetermination of shareholders, is to be taken. If not record date is so fixed by the Board of Directors, the recorddate shall be at the close of business:

 

(a)                                  with respect to an annual meeting of theshareholders or any special meeting of the shareholders called by the Board ofDirectors or any person or group specifically authorized by these Bylaws tocall a meeting of the shareholders, as of the close of business on the daybefore the first notice is delivered to shareholders; (16-10a-707(1))

 

(b)                                 with respect to a special shareholder meetingdemanded by the shareholders, on the earliest date of any of the demandspursuant to which the meeting is called, or 60 days prior to the date the firstof the written demands is received by the Corporation, whichever is later;(16-10a-702(2))

 

(c)                                  with respect to a distribution to shareholders(other than one involving a repurchase or re-acquisition of shares), on thedate the Board of Directors authorizes the distribution;  (16-10a-40(2))

 

and

 

(d)                                 with respect to the payment of a sharedividend, on the date the Board of Directors authorizes the sharedividend.  (16-10a-623(3))

 

When a determination ofshareholders entitled to vote at any meeting of shareholders has been made asprovided in this Section, such determination shall apply to any adjournmentthereof unless the Board of Directors fixes a new record date, which it must doif the meeting is adjourned to a date more than 120 days after the date fixedfor the original meeting.  (16-10a-707)

 

Section 2.6.                                   Shareholder List.  Thesecretary shall make a complete record of the shareholders entitled to vote ateach meeting of shareholders, arranged in alphabetical order within each classor series, with the address of and the number of shares held by each.  The list must be arranged by voting group (ifsuch exists; see Section 2.7 of these Bylaws) and within eachvoting group by class or series of shares.

 

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Theshareholder list must be available for inspection by any shareholder, beginningon the earlier of ten days before the meeting for which the list was preparedor two business days after notice of the meeting is given and continuingthrough the meeting and any adjournments. The list shall be available at the Corporation’s principal office or ata place identified in the notice of the meeting in the city where the meetingis to be held.  A shareholder, his agent,or attorney is entitled on written demand to inspect and, subject to therequirements of Section 2.13 of these Bylaws, to inspect and copy the listduring regular business hours and during the period it is available forinspection.  The Corporation shallmaintain the shareholder list in written form or in another form capable ofconversion into written form within a reasonable time.  (16-10a-720)

 

Section 2.7.                                   Shareholder Quorum and Voting Requirements.  Ifthe Articles of Incorporation or the Utah Revised Business Corporation Actprovide for voting by a single voting group on a matter, action on that matteris taken when voted upon by that voting group.

 

Shares entitled to vote as aseparate voting group may take action on a matter at a meeting only if a quorumof those shares exists with respect to that matter.  Unless the Articles of Incorporation, a Bylawadopted by the shareholders pursuant to the Utah Revised Business CorporationAct, or the Utah Revise Business Corporation Act provide otherwise, a majorityof the votes entitled to be cast on the matter by the voting group constitutesa quorum of that voting group for action on that matter.

 

If the Articles ofIncorporation or the Utah Revised Business Corporation Act provide for votingby two or more voting groups on a matter, action on that matter is taken onlywhen voted upon by each of those voting groups counted separately.  One voting group may vote on a matter eventhough another voting group entitled to vote on the matter has not voted.

 

Once a share is representedfor any purpose at a meeting, including the purpose of determining that aquorum exists, it is deemed present for quorum purposes for the remainder ofthe meeting and for any adjournment of that meeting, unless a new record dateis or must be set for that adjourned meeting.

 

If a quorum exists, actionon a matter (other than the election of directors) by a voting group isapproved if the votes cast within the voting group favoring the action exceedthe votes cast opposing the action, unless the Articles of Incorporation, aBylaw adopted by the shareholders pursuant to the Utah Revised BusinessCorporation Act, or the Utah Revised Business Corporation Act require a greaternumber of affirmative votes.  (16-10a-725and 16-10a-726)

 

Section 2.8.                                   Proxies.  At all meetings ofshareholders, a shareholder may vote in person or by a proxy executed in anylawful manner.  Such proxy shall be filedwith the Corporation before or at the tine of the meeting.  No proxy shall be valid after eleven monthsfrom the date of its execution unless otherwise provided in the proxy.  (16-10a-722)

 

Section 2.9.                                   Voting of Shares. Unless otherwise provided in the Articles of Incorporation, eachoutstanding share entitled to vote shall be entitled to one vote, and eachfractional share shall be entitled to a corresponding fractional vote, uponeach matter submitted to a vote at a meeting of shareholders.

 

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Except as provided byspecific court order, no shares of the Corporation held by another corporation,if a majority of the shares entitled to vote for the election of directors ofsuch other corporation are held by the Corporation, shall be voted at anymeeting of the Corporation or counted in determining the total number ofoutstanding shares at any given time for purposes of any meeting.  However, the power of the Corporation to voteany shares, including its own shares, held by it in a fiduciary capacity is nothereby limited.

 

Redeemable shares are notentitled to be voted after notice of redemption is mailed to the holdersthereof and a sum sufficient to redeem the shares has been deposited with abank, trust company, or other financial institution under an irrevocableobligation to pay the holders the redemption price on surrender of theshares.  (16-10a-721)

 

Section 2.10.                             Corporation’s Acceptance of Votes.

 

(a)                                  If the name signed on a vote, consent,waiver, proxy appointment, or proxy appointment revocation corresponds to thename of a shareholder, the Corporation, if acting in good faith, is entitled toaccept the vote, consent, waiver, proxy appointment, or proxy appointmentrevocation and give it effect as the act of the shareholder.

 

(b)                                 If the name signed on a vote, consent,waiver, proxy appointment , or proxy appointment revocation does not correspondto the name of a shareholder, the Corporation, if acting in good faith, isnevertheless entitled to accept the vote, consent, waiver, proxy appointment,or proxy appointment revocation and give it effect as the act of theshareholder if:

 

(1)                                  The shareholder is an entity as defined inthe Utah Revised Business Corporation Act and the name signed purports to bethat of an officer or agent of the entity;

 

(2)                                  the name signed purports to be that of anadministrator, executor, guardian, or conservator representing the shareholderand, if the Corporation requests, evidence of fiduciary status acceptable tothe Corporation has been presented with respect to the vote, consent, waiver,proxy appointment, or proxy appointment revocation;

 

(3)                                  the name signed purports to be that of areceiver or trustee in bankruptcy of the shareholder and, if the Corporationrequests, evidence of this status acceptable to the Corporation has beenpresented with respect to the vote, consent, waiver, proxy appointment, orproxy appointment revocation;

 

(4)                                  the name signed purports to be that of apledgee, beneficial owner, or attorney-in-fact of the shareholder and, if theCorporation requests, evidence acceptable to the Corporation of the signatory’sauthority to sign for the shareholder has been presented with respect to thevote, consent, waiver, proxy appointment, or proxy appointment revocation;

 

(5)                                  two or more persons are the shareholder asco-tenants or fiduciaries and the name signed purports to be the name of atleast one of the co-tenants or fiduciaries and the person signing appears to beacting on behalf of all the co-tenants or fiduciaries; or

 

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(6)                                  the acceptance of the vote, consent, waiver,proxy appointment, or proxy appointment revocation is otherwise proper under rules establishedby the Corporation that are not inconsistent with the provisions of this Section 2.10.

 

(c)                                  If shares of the Corporation are registeredin the names of two or more persons, or if two or more persons have the samefiduciary relationship respecting the same shares, unless the secretary isgiven written notice to the contrary and furnished with a copy of theinstrument creating the relationship, their acts with respect to voting shallhave the following effect:

 

(1)                                  If only one votes, the act binds all;

 

(2)                                  if more than one vote, the act of themajority so voting binds all;

 

(3)                                  if more than one vote, but the vote is evenlysplit on any particular matter, each faction may vote the securities inquestion proportionately; and

 

(4)                                  if the instrument so filed or theregistration of the shares shows that any tenancy is held in unequal interests,a majority or even split for the purpose of this Section 2.10 shall be amajority or even split in interest.

 

(d)                                 The Corporation is entitled to reject a vote,consent, waiver, proxy appointment, or proxy appointment revocation if thesecretary or other officer or agent authorized to tabulate votes, acting ingood faith, has reasonable basis for doubt about the validity of the signatureon it or about the signatory’s authority to sign for the shareholder.

 

(e)                                  The Corporation and its officer or agent whoaccepts or rejects a vote, consent, waiver, proxy appointment, or proxyappointment revocation in good faith and in accordance with the standards ofthis Section 2.10 are not liable in damages to the shareholder for theconsequences of the acceptance or rejection.

 

(f)                                    Corporate action based on the acceptance orrejection of a vote, consent, waiver, proxy appointment, or proxy appointmentrevocation under this Section 2.10 is valid unless a court of competentjurisdiction determines otherwise.  (16-10a-724)

 

Section 2.11.                             Intentionally Omitted.

 

Section 2.12.                             Voting for Directors.  Ateach election of directors, unless otherwise provided in the Articles ofIncorporation or the Utah Revised Business Corporation Act, every shareholderentitled to vote at the election has the right to vote, in person or by proxy,all of the votes to which the shareholder’s shares are entitled for as manypersons as there are directors to be elected and for whose election theshareholder has the right to vote.

 

Unless otherwise provided inthe Articles of Incorporation or the Utah Revised Business Corporation Act,directors are elected by a plurality of the votes cast by the shares entitledto be voted in the election, at a meeting at which a quorum is present.  (16-10a-728)

 

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Section 2.13.                             Shareholder’s Rights to Inspect CorporateRecords.

 

(a)                                  Minutes and Accounting Records.  TheCorporation shall keep as permanent records minutes of all meetings of itsshareholders and Board of Directors, a record of all actions taken by itsshareholders or Board of Directors without a meeting, a record of all actionstaken on behalf of the Corporation by a committee of the Board of Directors inplace of the Board of Directors, and a record of all waivers of notices ofmeetings of its shareholders, meetings of the Board of Directors, or anymeetings of committees of the Board of Directors.  The Corporation shall maintain appropriateaccounting records.  (16-10a-1601(1),(2))

 

(b)                                 Absolute Inspection Rights of RecordsRequired at Principal Office.  If a shareholder gives the Corporationwritten notice of the shareholder’s demand at least five business days beforethe date on which the shareholder wishes to inspect and copy, a shareholder (orthe shareholder’s agent or attorney) has the right to inspect and copy, duringregular business hours, any of the following records, all of which theCorporation is required to keep at its principal office:

 

(1)                                  The Corporation’s Articles of Incorporationcurrently in effect;

 

(2)                                  the Corporation’s Bylaws currently in effect;

 

(3)                                  the minutes of all shareholders’ meetings,and records of all action taken by shareholders without a meeting, for the pastthree years;

 

(4)                                  all written communications within the pastthree years to shareholders as a group or to the holders of any class or seriesof shares as a group;

 

(5)                                  a list of the names and business addresses ofthe Corporation’s current officers and directors;

 

(6)                                  the Corporation’s most recent annual reportdelivered to the Division of Corporations and Commercial Code; and

 

(7)                                  all financial statements prepared for periodsending during the last three years that a shareholder could request pursuant toSection 16-10a-1605 or the Utah Revised Business Corporation Act.  (16-10a-1601(5) and 16-10a-1602(1))

 

(c)                                  Conditional Inspection Right.  If ashareholder gives the Corporation a written demand made in good faith and for aproper purpose at least five business days before the date on which theshareholder wishes to inspect sand copy, the shareholder describes withreasonable particularity the shareholder’s purpose and the records theshareholder desires to inspect, and the records are directly connected with theshareholder’s purpose, the shareholder (or the shareholder’s agent or attorney)is entitled to inspect and copy, during regular business hours at a reasonablelocation specified by the Corporation, any of the following records of theCorporation:

 

(1)                                  Excerpts from:

 

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(i)                                     Minutes of any meeting of the Board ofDirectors, records of any action of a committee of the Board of Directors whileacting on behalf of the Corporation in place of the Board of Directors;

 

(ii)                                  minutes of any meeting of the shareholders;

 

(iii)                               records of action taken by the shareholderswithout a meeting; and

 

(iv)                              waivers of notices of any meeting of theshareholders, of any meeting of the Board of Directors, or of any meeting of acommittee of the Board of Directors;

 

(2)                                  accounting records of the Corporation; and

 

(3)                                  the record of the Corporation’s shareholdersreferred to in Section      16-10a-1601(3) of the Utah Revised Business Corporation Act.  (16-10a-1602(2))

 

(d)                                 Copy Costs.  The right to copy recordsincludes, if reasonable, the right to receive copies made by photographic,xerographic, or other means.  TheCorporation may impose a reasonable charge, payable in advance, covering thecosts of labor and material, for copies of any documents provided to ashareholder.  The charge may not exceedthe estimated cost of production or reproduction of the records.  (16-10a-1603)

 

(e)                                  Shareholder Includes Beneficial Owner.  Forpurposes of this Section 2.13, the term “shareholder” shall include abeneficial owner, whose shares are held in a voting trust and any otherbeneficial owner who establishes beneficial ownership.  (16-10a-1602(4)(b))

 

Section 2.14.                             Furnishing Financial Statements to aShareholder.  Upon the written request of any shareholder,the Corporation shall mail to the shareholder its most recent annual orquarterly financial statements showing in reasonable detail its assets andliabilities and the results of its operations.  (16-10a-1605)

 

Section 2.15.                             Information Respecting Shares.  Uponthe written request of any shareholder, the Corporation, at its own expense,shall mail to the shareholder information respecting the designations,preferences, limitations, and relative rights applicable to each class ofshares, the variations determined for each series, and the authority of theBoard of Directors to determine variations for any existing or future class orseries.  The Corporation may comply bymailing the shareholder a copy of its Articles of Incorporation containing suchinformation.  (16-10a-1606)

 

**ARTICLE 3.  BOARD OF DIRECTORS**

 

Section 3.1                                      General Powers.  Allcorporate powers shall be exercised by or under the authority of, and thebusiness and affairs of the Corporation managed under, the direction of theBoard of Directors, subject to any limitation set forth in the Articles ofIncorporation or in any agreement authorized by Section 16-10a-732 of theUtah Revised Business Corporation Act. (16-10a-801)

 

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Section 3.2.                                   Number, Tenure, and Qualifications of Directors.  Thenumber of directors of the Corporation shall be not less than three (3) normore than nine (9) except in the event that there are less than three (3) shareholdersof the Corporation entitled to vote for the election of directors in which casethe number of directors may equal the number of such voting shareholders of theCorporation.  Within this range, theshareholders or the Board of Directors initially shall fix the number ofdirectors of the Corporation. Thereafter, again within this range, the number of directors of theCorporation may be changed and re-established, from time to time, by theshareholders or the Board of Directors of the Corporation, but no decrease inthe number of directors of the Corporation may shorten the term of any incumbentdirector.

 

Each director shall holdoffice until the next annual meeting of shareholders or until removed.  However, if a director’s term expires, thedirector shall continue to serve until the director’s successor shall have beenelected and qualified, or until there is a decrease in the number of directors.

 

Directors need not beresidents of the State of Utah but must within 3 years of becoming a directorown at least 1,000 shares of the Corporation’s Common Stock. (16-10a-802,16-10a-803 and 16-10a-805)

 

Section 3.3.                                   Regular Meetings of the Board of Directors.  TheBoard of Directors may set the time and place, either within or outside theState of Utah, for the holding of regular meetings, which may be held withoutfurther notice.

 

Section 3.4.                                   Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be called by or at therequest of the Chairman of the Board or two (2) or more of the directors,who may fix any place, either within or outside the State of Utah, as the placefor holding the meeting.

 

Section 3.5.                                   Notice and Waiver of Notice of SpecialDirector Meetings.  Unless the Articles of Incorporation providefor a longer or shorter period, special meetings of the Board of Directors mustbe preceded by at least five days notice, either orally or in writing, of thedate, time and place of the meeting.

 

Notice of any meeting of theBoard of Directors shall be deemed to be effective at the earliest of: (1) Whenreceived; (2) five days after it is mailed; or (3) the date shown onthe return receipt if sent by registered or certified mail, return receiptrequested, and the receipt is signed by or on behalf of the director.

 

A director may waive noticeof any meeting.  Except as in this Section 3.5provided, the waiver must be in writing and signed by the director entitled tothe notice.  The waiver shall bedelivered to the Corporation for filing with the corporate records, butdelivery and filing are not conditions to its effectiveness.

 

The attendance of a directorat a meeting shall constitute a waiver of notice of such meeting, except when adirector attends a meeting for the express purpose of objecting to thetransaction of any business and at the beginning of the meeting, or promptlyupon arrival, the director objects to holding the

 

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meetingof transacting business at the meeting because of lack of notice or defectivenotice, and does not thereafter vote for or assent to action taken at themeeting.

 

A director who attends aspecial meeting to object to lack of notice shall not be deemed to be presentfor quorum purposes.  (16-10a-822 and16-10a-823)

 

Section 3.6.           Director Quorum.  Amajority of the number of directors shall constitute a quorum for thetransaction of business at any meeting of the Board of Directors, unless theArticles of Incorporation require a greater number.

 

A majority of the number ofdirectors in office immediately before the meeting begins shall constitute aquorum for the transaction of business at any meeting of the Board ofDirectors, unless the Articles of Incorporation require a greater number.

 

Section 3.7.           Manner of Acting.  Theact of the majority of the directors present at a meeting at which a quorum ispresent when the vote is taken shall be the act of the Board of Directors,unless the Articles of Incorporation require a greater percentage.

 

Unless the Articles ofIncorporation provide otherwise, any or all directors may participate in aregular or special meeting by, or conduct the meeting through the use of, anymeans of communication by which all directors participating may simultaneouslyhear each other during the meeting.  Adirector participating in a meeting by this means is deemed to be present inperson at the meeting.

 

A director who is present ata meeting of the Board of Directors when corporate action is taken isconsidered to have assented to the action taken, unless:

 

(a)           The director objects at the beginningof the meeting, or promptly upon arrival, to holding it or transacting businessat the meeting:

 

(b)           the director contemporaneously requestshis dissent or abstention as to any specific action to be entered into theminutes of the meeting; or

 

(c)           the director causes written notice ofa dissent of abstention as to any specific action to be received by thepresiding officer of the meeting before its adjournment or by the Corporationpromptly after adjournment of the meeting.

 

The right of dissent orabstention as to a specific action is not available to a director who votes infavor of the action taken.  (16-10a-824)

 

Section 3.8            Director Action Without a Meeting. Unless the Articles of Incorporation or the Utah Revised BusinessCorporation Act provide otherwise, any action required or permitted to be takenby the Board of Directors at a meeting may be taken without a meeting if allthe directors consent to the action in writing. Action is taken by consents at the time the last director signs awriting describing the action taken, unless, prior to that time, any directorhas revoked a consent by a writing signed by the director and received by thesecretary.  Action taken by consents iseffective when the last director signs the consent, unless the Board ofDirectors establishes a different effective date. Action taken by consents

 

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hasthe same effect as action taken at a meeting of directors and may be describedas such in any document. (16-10a-821)

 

Section 3.9.           Removal of Directors. The shareholders may remove one or moredirectors at a meeting called for that purpose if notice has been given that apurpose of the meeting is such removal. The removal may be with or without cause, unless the Articles ofIncorporation provide that directors may only be removed with cause.  If a director is elected by a voting group ofshareholders, only the shareholders of that voting group may participate in thevote to remove the director.  Ifcumulative voting is in effect, a director may not be removed if the number ofvotes sufficient to elect the director under cumulative voting is voted againstthe director’s removal.  If cumulativevoting is not in effect, a director may be removed only if the number of votescast to remove the director exceeds the number of votes cast not to remover thedirector. (16-10a-808)

 

Section 3.10.         Board of Director Vacancies.

 

(a)           Unlessthe Articles of Incorporation provide otherwise, if a vacancy occurs on theBoard of Directors, including a vacancy resulting from an increase in thenumber of directors:

 

(1)            The shareholders may fill thevacancy;

 

(2)            the Board of Directors may fill thevacancy; or

 

(3)            ifthe directors remaining in office constitute fewer than a quorum of the board,they may fill the vacancy by the affirmative vote of a majority of all thedirectors remaining in office.

 

(b)           Unless the Articlesof Incorporation provide otherwise, if the vacant office was held by a directorelected by a voting group of shareholders:

 

(1)            If one or more directors wereelected by the same voting group, only they are entitled to vote to fill thevacancy if it is filled by the directors; and

 

(2)            only the holders of shares of thatvoting group are entitled to vote to fill the vacancy if it is filled by theshareholders.

 

A vacancy that will occur ata specific later date, because of a resignation effective at a later date, maybe filled before the vacancy occurs, but the new director may not take officeuntil the vacancy occurs.

 

If a director’s termexpires, the director shall continue to serve until the director’s successor iselected and qualified or until there is a decrease in the number ofdirectors.  The term of a directorelected to fill a vacancy expires at the next shareholders’ meeting at whichdirectors are elected. (16-10a-810 and 16-10a-805(5))

 

Section 3.11.         Director Compensation. Unless otherwise provided in the Articles of Incorporation, byresolution of the Board of Directors, each director may be paid his expenses,if any, of

 

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attendanceat each meeting of the Board of Directors, and may be paid a stated salary as adirector or a fixed sum for attendance at each meeting of the Board ofDirectors or both.

 

Section 3.12.         Director Committees.

 

(a)           Creation ofCommittees.  Unless the Articles ofIncorporation provide otherwise, and subject to Section 3.12(b), the Boardof Directors may create one or more committees and appoint members of the Boardof Directors to serve on them.  Eachcommittee must have two or more members, who serve at the pleasure of the Boardof Directors.

 

(b)           Selection ofMembers.  The creation of a committeeand appointment of members to it must be recommended by the Chairman of theBoard and approved by the greater of:

 

(1)            A majority of all the directors inoffice when the action is taken; or

 

(2)            the number required by Section 3.7of these Bylaws to take action.

 

(c)           Required Procedures.  Sections 3.4 through 3.9 of these Bylaws,which govern meetings, action without a meeting, notice, waiver of notice, andquorum and voting requirements of the Board of Directors, apply to committeesand their members as well.

 

(d)           Authority.  Unless limited by the Articles ofIncorporation, each committee may exercise those aspects of the authority ofthe Board of Directors which the Board of Directors confers upon such committeein the resolution creating the committee. (16-10a-825)

 

Section 3.13.         Director’s Rights to Inspect CorporateRecords.

 

(a)           Absolute InspectionRights of Records Required at Principal Office. If a director gives the Corporation written notice of the director’sdemand at least five business days before the date on which the director wishesto inspect and copy, the director (or the director’s agent or attorney) has theright to inspect and copy, during regular business hours, any of the followingrecords, all of which the Corporation is required to keep at its principaloffice:

 

(1)            The Corporation’s Articles ofIncorporation currently in effect;

 

(2)            the Corporation’s Bylaws currentlyin effect;

 

(3)            the minutes of all shareholders’meetings, and records of all action taken by shareholders without a meeting,for the past three years;

 

(4)            all written communications withinthe past three years to shareholders as a group or to the holders of any classor series of shares as a group;

 

(5)            a list of the names and businessaddresses of the Corporation’s current officers and directors;

 

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(6)           the Corporation’s most recent annualreport delivered to the Division of Corporations and Commercial Code; and

 

(7)           all financial statements prepared forperiods ending during the last three years that a shareholder could request.(16-10a-1601(5) and 16-10a-1602(1))

 

(b)           Conditional Inspection Right.  In addition, if a director gives theCorporation a written demand made in good faith and for a proper purpose atleast five business days before the date on which the director wishes toinspect and copy, the director describes with reasonable particularity thedirector’s purpose and the records the director desires to inspect, and therecords are directly connected with the director’s purpose, the director (orthe director’s agent or attorney) is entitled to inspect and copy, duringregular business hours at a reasonable location specified by the Corporation,any of the following records of the Corporation:

 

(1)           Excerpts from:

 

(i)            Minutes of any meeting of the Boardof Directors, records of any action of a committee of the Board of Directorswhile acting on behalf of the Corporation in place of the Board of Directors;

 

(ii)           minutes of any meeting of the shareholders;

 

(iii)          records of action taken by theshareholders without a meeting; and

 

(iv)          waivers of notices of any meeting ofthe shareholders, of any meeting of the Board of Directors, or of any meetingof a committee of the Board of Directors;

 

(2)           accounting records of theCorporation; and

 

(3)           the record of the Corporation’sshareholders referred to in Section 16-10a-1601(3) of the UtahRevised Business Corporation Act. (16-10a-1602(2))

 

(c)           Copy Costs.  The right to copy records includes, ifreasonable, the right to receive copies made by photographic, xerographic, orother means.  The Corporation may imposea reasonable charge, payable in advance, covering the costs of labor andmaterial, for copies of any documents provided to the director.  The charge may not exceed the estimated costof production or reproduction of the records. (16-10a-1603)

 

**ARTICLE 4. OFFICERS/CHAIRMAN**

 

Section 4.1             Number of Officers.  Theofficers of the Corporation shall be a president, a secretary, and a treasurer,each of whom shall be appointed by the Board of Directors.  Such other officers and assistant officers asmay be deemed necessary, including any vice presidents, may be appointed by theBoard of Directors.  If specificallyauthorized by the Board of Directors, an officer may appoint one or moreofficers or assistant officers.  The sameindividual may simultaneously hold more than one office in theCorporation.  The Board of Directors mayappoint a special executive committee, consisting of two or

 

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moreindividuals and overseen by the Chairman of the Board, to perform the functionsof any office of the Corporation and such special executive committee shalloperate under such procedures as prescribed by the Board of Directors.  (16-10a-830)

 

Section 4.2.            Appointment and Term of Office.  Theofficers of the Corporation shall be appointed by the Board of Directors forsuch term as is determined by the Board of Directors.  The designation of a specified term does notgrant to the officer any contract rights, and the Board of Directors can removethe officer at any time prior to the end of such term.  If no term is specified, each officer shallhold office until the officer resigns, dies, or until removed in the mannerprovided in Section 4.3 of these Bylaws. (16-10a-832 and 16-10a-833)

 

Section 4.3.            Removal of Officers.  Anyofficer or agent may be removed by the Board of Directors at any time, with orwithout cause.  Such removal shall bewithout prejudice to the contract rights, if any, of the person soremoved.  Appointment of an officer oragent shall not of itself create contract rights. (16-10a-832)

 

Section 4.4             Chairman of the Board.  TheChairman of the Board shall have the following powers and duties:

 

(a)           to preside at all meetings of theshareholders of the Corporation;

 

(b)           to preside at all meetings of theBoard of Directors; and

 

(c)           to oversee the actions and functionsof any special executive committee appointed by the Board of Directors toperform the functions of any office of the Corporation.

 

Section 4.5             President.  Thepresident shall be the chief executive officer of the Corporation and, subjectto the control of the Board of Directors, shall, in general, supervise andcontrol all of the business and affairs of the Corporation.  The president may sign, with the secretary orany other proper officer of the Corporation authorized by the Board ofDirectors, certificates for shares of the Corporation, the issuance of whichshall have been authorized by a resolution of the Board of Directors, anddeeds, mortgages, bonds, contracts, or other instruments which the Board ofDirectors has authorized to be executed, except in cases where the signing andexecution thereof shall be expressly delegated by the Board of Directors or bythese Bylaws to some other officer or agent of the Corporation, or shall berequired by law to be otherwise signed or executed; and in general shallperform all duties incident to the office of president and such other duties asmay be prescribed by the Board of Directors from time to time.  (16-10a-831)

 

Section 4.6.            Vice Presidents.  Ifappointed, 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 morethan one vice president, the vice presidents in the order designated at thetime of their election, or in the absence of any designation, then in the orderof their appointment) shall perform the duties of the president, and when soacting, shall have all the powers of and be subject to all the restrictionsupon the president.  If there is no vicepresident, then the treasurer shall perform such duties of the president.  Any vice president may sign, with thesecretary or an assistant secretary, certificates for shares of the Corporationthe issuance of which have been authorized by resolution of the Board ofDirectors; and shall perform such other duties as from time to time may beassigned to him or her by the president or by the Board of Directors. (16-10a-831)

 

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Section 4.7.            Secretary.  Thesecretary shall:

 

(a)           Keep the minutes of the proceedingsof the shareholders and of the Board of Directors and the other records andinformation of the Corporation required to be kept, in one or more booksprovided for that purpose;

 

(b)           see that all notices are duly givenin accordance with the provisions of these Bylaws or as required by law;

 

(c)           be custodian of the corporate recordsand of any seal of the Corporation;

 

(d)           when requested or required,authenticate any records of the Corporation;

 

(e)           keep a register of the post officeaddress of each shareholder which shall be furnished to the secretary by suchshareholder;

 

(f)            sign with the president, or avice-president, certificates for shares of the Corporation, the issuance ofwhich shall have been authorized by resolution of the Board of Directors;

 

(g)           have general charge of the stocktransfer books of the Corporation; and

 

(h)           in general perform all duties incidentto the office of secretary and such other duties as from time to time may beassigned to him or her by the president or by the Board of Directors.  (16-10a-830 and 16-10a-831)

 

Section 4.8.            Treasurer.  Thetreasurer shall:

 

(a)           Have charge and custody of and be responsible for allfunds and securities of the Corporation;

 

(b)           receive and give receipts of moneys due and payable to theCorporation from any source whatsoever, and deposit all such moneys in the nameof the Corporation in such banks, trust companies, or other depositories asshall be selected by the Board of Directors; and

 

(c)           in general perform all of the duties incident to theoffice of treasurer and such other duties as from time to time may be assignedto him or her by the president or by the Board of Directors.  (16-10a-831) If required by the Board ofDirectors, the treasurer shall give a bond for the faithful discharge of his orher duties in such sum and with such surety or sureties as the Board ofDirectors shall determine.

 

Section 4.9.            Assistant Secretaries and AssistantTreasurers.  The assistant secretaries, when authorized bythe Board of Directors, may sign, with the president or a vice president,certificates for shares of the Corporation, the issuance of which shall havebeen authorized by a resolution of the Board of Directors.  The assistant treasurers shall, if requiredby the Board of Directors, give bonds for the faithful discharge of theirduties in such sums and with such sureties as the Board of Directors shalldetermine.  The assistant secretaries andassistant treasurers, in general, shall perform such duties as shall

 

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Beassigned to them by the secretary or the treasurer, respectively, or by thepresident or the Board of Directors. (16-10a-831)

 

Section 4.10.          Salaries.  Thecompensation of the Chairman of the Board of Directors, Chief Executive Officerand Chief Operating Officer shall be fixed from time to time by the Board ofDirectors.

 

**ARTICLE 5.  LIMITATION OF LIABILITYAND INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS**

 

Section 5.1.            Limitation of Liability of Directorsand Officers.  The personal liability of the directors andofficers of the Corporation to the Corporation or its shareholders, or to anythird person, shall be eliminated or limited to the fullest extent as from timeto time permitted by Utah law. (16-10a-841(1))

 

Section 5.2.            Indemnification of Directors andOfficers.  Unless otherwise provided in the Articles ofIncorporation, the Corporation shall indemnify any individual made a party to aproceeding because the individual is or was a director or officer of theCorporation against liability incurred in such proceeding to the fullest extentas from time to time permitted by Utah law. (16-10a-902, 907)

 

Section 5.3.            Effect of Repeal or Modification of Article V.  Anyrepeal or modification of this Article V by the shareholders of theCorporation shall not adversely affect any right or protection of any personexisting at the time of such repeal or modification.

 

Section 5.4.            Insurance.  TheCorporation may purchase and maintain liability insurance on behalf of a personwho is or was a director, officer, employee, fiduciary, or agent of theCorporation, or who, while serving as a director, officer, employee, fiduciary,or agent of the Corporation, is or was serving at the request of theCorporation as a director, officer, partner, trustee, employee, fiduciary, oragent of another foreign or domestic corporation or other person, or of anemployee benefit plan, against liability asserted against or incurred by him orher in that capacity or arising from his or her status as a director, officer,employee, fiduciary, or agent, whether or not the Corporation would have powerto indemnify him or her against the same liability under Sections 16-10a-902,16-10a-903, or 16-10a-907 of the Utah Revised Business Corporation Act.  Insurance may be procured from any insurancecompany designated by the Board of Directors, whether the insurance company isformed under the laws of the State of Utah or any other jurisdiction of theUnited States or elsewhere, including any insurance company in which theCorporation has an equity or any other interest through stock ownership orotherwise. (16-10a-908)

 

**ARTICLE 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER**

 

Section 6.1.           Certificates for Shares.

 

(a)           Content.  Certificates representing shares of theCorporation shall, at a minimum, state on their face the name of theCorporation and that the Corporation is organized under the laws of the Stateof Utah; the name of the person to whom issued; and the number and class ofshares and the designation of the series, if any, the certificate represents;and be in such form as is determined by the Board of Directors.  Such certificates shall be signed by thepresident or a vice president and by the

 

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secretaryor an assistant secretary and may be sealed with the corporate seal or afacsimile thereof.  The signatures of theofficers may be facsimiles if the certificate is countersigned by a transferagent, or registered by a registrar, other than the Corporation itself or anemployee of the Corporation.  Eachcertificate for shares shall be consecutively numbered or otherwise identified.The certificates may contain any other information the Corporation considersnecessary or appropriate. (16-10a-625)

 

(b)           Legend as to Class or Series.  If the Corporation is authorized to issuedifferent classes of shares or different series within a class, thedesignations, preferences, limitations, and relative rights applicable to eachclass, the variations in preferences, limitations, and relative rightsdetermined for each series, and the authority of the Board of Directors todetermine variations for any existing or future class or series must besummarized on the front or back of each certificate.  Alternatively, each certificate may stateconspicuously on its front or back that the Corporation will furnish theshareholder this information on request in writing and without charge.  (16-10a-625)

 

(c)           Shareholder List.  The name and address of the person to whomthe shares represented are issued, with the number of shares and date of issue,shall be entered on the stock transfer books of the Corporation.

 

(d)           Transferring Shares.  All certificates surrendered to theCorporation for transfer shall be canceled and no new certificate shall beissued until the former certificate for a like number of shares shall have beensurrendered and canceled, except that in case of a lost, destroyed, ormutilated certificate a new one may be issued therefore upon such terms andindemnity to the Corporation as the Board of Directors may prescribe.

 

Section 6.2.            Shares Without Certificates.

 

(a)           Issuing Shares WithoutCertificates.  Unless the Articles ofIncorporation provide otherwise, the Board of Directors may authorize theissuance of some or all of the shares of any or all classes or series withoutcertificates.  The authorization does notaffect shares already represented by certificates until they are surrendered tothe Corporation.

 

(b)           Information Statement Required.  Within a reasonable time after the issuanceor transfer of shares without certificates, the Corporation shall send the shareholdera written statement containing, at a minimum, the name of the Corporation andthat it is organized under the laws of the State of Utah; the name of theperson to whom issued; and the number and class of shares and the designationof the series, if any, of the issued shares. If the Corporation is authorized to issue different classes of shares ordifferent series within a class, the written statement shall describe thedesignations, preferences, limitations, and relative rights applicable to eachclass, the variations in preferences, limitations, and relative rightsdetermined for each series, and the authority of the Board of Directors todetermine variation for any existing or future class or series. (16-10a-626)

 

Section 6.3.            Registration of Transfer of Shares. Registration of the transfer of shares of the Corporation shall be madeonly on the stock transfer books of the Corporation.  In order to register a transfer, the recordowner shall surrender the shares to the Corporation for cancellation, properlyendorsed by the appropriate person or persons with reasonable assurances thatthe endorsements are genuine and effective. Unless the Corporation has established a procedure by which a beneficialowner of shares held

 

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bya nominee is to be recognized by the Corporation as the owner, the person inwhose name shares stand on the books of the Corporation shall be deemed by theCorporation to be the owner thereof for all purposes.

 

Section 6.4.            Restrictions on Transfer of SharesPermitted.  The Board of Directors or the shareholdersmay impose restrictions on the transfer or registration of transfer of shares(including any security convertible into, or carrying a right to subscribe foror acquire shares). A restriction does not affect shares issued before therestriction was adopted unless the holders of the shares are parties to therestriction agreement or voted in favor of the registration or otherwiseconsented to the restriction.

 

(a)           A restriction on the transfer orregistration of transfer of shares may be authorized:

 

(1)           To maintain the Corporation’s statuswhen it is dependent on the number or identity of its shareholders;

 

(2)           to preserve entitlements, benefits,or exemptions under federal, state, or local laws; and

 

(3)           for any other reasonable purpose.

 

(b)           A restriction on the transfer orregistration of transfer of shares may:

 

(1)           Obligate the shareholder first tooffer the Corporation or other persons, separately, consecutively, or simultaneously,and opportunity to acquire the restricted shares;

 

(2)           obligate the Corporation or otherpersons, separately, consecutively, or simultaneously, to acquire therestricted shares;

 

(3)           require, as a condition to a transferor registration, that any one or more persons, including the Corporation or anyof its shareholders, approve the transfer or registration, if the requirementis not manifestly unreasonable; or

 

(4)           prohibit the transfer or theregistration of a transfer of the restricted shares to designated persons orclasses of persons, if the prohibition is not manifestly unreasonable.

 

Arestriction on the transfer or registration of transfer of shares is valid andenforceable against the holder or a transferee of the holder if the restrictionis authorized by this Section 6.4 and its existence is noted conspicuouslyon the front or back of the certificate, or if the restriction is contained inthe information statement required by Section 6.2 of these Bylaws withregard to shares issued without certificates. Unless so noted, a restriction isnot enforceable against a person without knowledge of the restriction.  (16-10a-627)

 

Section 6.5.            Acquisition of Shares.  TheCorporation may acquire its own shares, and, unless otherwise provided in the Articlesof Incorporation, the shares so acquired constitute authorized but unissuedshares.

 

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If the Articles ofIncorporation prohibit the re-issuance of acquired shares, the number ofauthorized shares shall be reduced by the number of shares acquired, effectiveupon amendment of the Articles of Incorporation, which amendment shall beadopted by the shareholders or the Board of Directors without shareholderaction.  Appropriate Articles ofAmendment must be delivered to the Division of Corporations and Commercial Codeand must set forth:

 

(a)           The name of the Corporation;

 

(b)           the reduction in the number ofauthorized shares, itemized by class and series;

 

(c)           the total number of authorizedshares, itemized by class and series, remaining after reduction of the shares;and

 

(d)           a statement that the amendment wasadopted by the Board of Directors without shareholder action and thatshareholder action was not required if such be the case.  (16-10a-631)

 

**ARTICLE 7.  DISTRIBUTIONS**

 

Section 7.1.            Distributions.  TheBoard of Directors may authorize, and the Corporation may make, distributions(including dividends on its outstanding shares) in the manner and upon theterms and conditions provided by law and in the Articles of Incorporation.

 

**ARTICLE 8.  CORPORATE SEAL**

 

Section 8.1             Corporate Seal.  TheBoard of Directors may provide a corporate seal which may be circular in formand have inscribed thereon any designation including the name of theCorporation, Utah as the state of incorporation, and the words “CorporateSeal.”

 

**ARTICLE 9.  FISCAL YEAR**

 

Section 9.1.            Fiscal Year.  Thefiscal year of the Corporation shall be fixed by resolution of the Board ofDirectors.

 

**ARTICLE 10.  AMENDMENTS**

 

Section 10.1.          Amendments.  TheCorporation’s Board of Directors may amend these Bylaws, except to the extentthat the Articles of Incorporation, these Bylaws, or the Utah Revised BusinessCorporation Act reserve this power exclusively to the shareholders in whole orin part.  However, the Board of Directorsmay not adopt, amend, or repeal a Bylaw that fixes a shareholder quorum orvoting requirement that is greater than required by the Utah Revised BusinessCorporation Act.

 

If authorized by theArticles of Incorporation, the shareholders may adopt, amend, or repeal a Bylawthat fixes a greater quorum or voting requirement for shareholders, or votinggroups of shareholders, than is required by the Utah Revised BusinessCorporation Act.  Any such action shallcomply with the provisions of the Utah Revised Business Corporation Act.

 

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The Corporation’sshareholders may amend or repeal the Corporation’s Bylaws even though theBylaws may also be amended or repealed by the Corporation’s Board ofDirectors.  (16-10a-1020 to 16-10a-1022)

 

ADOPTED as of the 29th dayof March, 2006.

 
|   |   \s\Douglas  Faggioli |
|--------|----------------------------------|
|   | Douglas  Faggioli, Secretary     |

 

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