BY-LAWS FOR THE REGULATION
EXCEPT AS OTHERWISE PROVIDED BY STATUTE
OR ITS ARTICLES OF INCORPORATION OF
TAC, INC.
* * * * *
ARTICLE I.
OFFICES
SECTION 1. PRINCIPAL AND REGISTERED OFFICE. The principal and registered office
for the transaction of the business of the corporation is hereby fixed and
located at 268 West 400 South, Suite 302, Salt Lake City, Utah 84101. The
Corporation may have such other offices, either within or without the State of
Utah as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
SECTION 2. OTHER OFFICES. Branch or subordinate offices may at any time be
established by the board of directors at any place or places where the
corporation is qualified to do business.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 1. MEETING PLACE. All annual meetings of shareholders and all
other meetings of shareholders shall be held either at the principal office or
at any other place within or without the State of Utah which may be designated
either by the board of directors, pursuant to authority hereinafter granted to
said board, or by the written consent of all shareholders entitled to vote
thereat, given either before or after the meeting and filed with the Secretary
of the corporation.
SECTION 2. ANNUAL MEETINGS. The annual meetings of shareholders shall
be held on the third Monday of September each year, at the hour of 2:00 o'clock
p.m. of said day commencing with the year 1996, provided, however, that should
said day fall upon a legal holiday then any such annual meeting of shareholders
shall be held at the same time and place on the next day thereafter ensuing
which is not a legal holiday.
Written notice of each annual meeting signed by the president or vice
president, or the secretary, or an assistant secretary, or by such other person
or persons as the directors shall designate, shall be given to each shareholder
entitled to vote thereat, either personally or by mail or other means of written
communication, charges prepaid, addressed to such shareholder at his address
appearing on the books of the corporation or given by him to the corporation for
the purpose of notice. If a shareholder gives no address, notice shall be deemed
to have been given to him, if by mail or other means of written communication
addressed to the place where the principal office of the corporation is
situated, or if published at least once in some newspaper of general
circulation in the county in which said office is located. All such notices
shall be sent to each shareholder entitled thereto not less than ten (10) nor
more than sixty (60) days before each annual meeting, and shall specify the
place, the day and the hour of such meeting, and shall also state the purpose or
purposes for which the meeting is called.
Failure to hold the annual meeting shall not constitute dissolution or
forfeiture of the Corporation, and a special meeting of the shareholders may
take the place thereof.
SECTION 3. SPECIAL, MEETINGS. Special meetings of the shareholders, for
any purpose or purposes whatever, may be called at any time by the president or
by the board of directors, or by one or more shareholders holding not less than
10% of the voting power of the corporation. Except in special cases where other
express provision is made by statute, notice of such special meetings shall be
given in the same manner as for annual meetings of shareholders. Notices of any
special meeting shall specify in addition to the place, day and hour of such
meetings, the purpose or purposes for which the meeting is called.
SECTION 4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholder's
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy thereat, but in the absence
of a quorum, no other business may be transacted at any such meeting.
When any shareholders' meeting, either annual or special, is adjourned
for thirty (30) days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting. Save as aforesaid, it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting, other than by announcement at the meeting at which such
adjournment is taken.
SECTION 5. ENTRY OF NOTICE. Whenever any shareholder entitled to vote
has been absent from any meeting of shareholders, whether annual or special, an
entry in the minutes to the effect that notice has been duly given shall be
conclusive and incontrovertible evidence that due notice of such meeting was
given to such shareholders, as required by law and the By-Laws of the
corporation.
SECTION 6. VOTING. At all annual and special meetings of stockholders
entitled to vote thereat, every holder of stock issued to a bona fide purchaser
of the same, represented by the holders thereof either in person or by proxy in
writing, shall have one vote for each share of stock so held and represented at
such meetings, unless the Articles of Incorporation of the company shall
otherwise provide, in which event the voting rights, powers and privileges
prescribed in the said Articles of Incorporation shall prevail. Voting for
directors and, upon demand of any stockholder, upon any questions at any meeting
shall be by ballot.
SECTION 7. QUORUM. The presence in person or by proxy of the holders of
a majority of the shares entitled to vote at any meeting shall constitute a
quorum for the transaction of business. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.
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SECTION 8. CONSENT OF ABSENTEES. The transactions of any meeting of
shareholders, either annual or special, however called and given notice thereof
shall be as valid as though had at a meeting duly held after regular call and
notice, if a quorum be present either in person or by proxy, and either before
or after the meeting, each of the shareholders entitled to vote, not present in
person or by proxy, sign a written Waiver of Notice, or a consent to the holding
of such meeting, or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of this meeting.
SECTION 9. PROXIES. Every person entitled to vote or execute consents
shall have the right to do so either in person or by an agent or agents
authorized by a written proxy executed by such person or his duly authorized
agent and filed with the secretary of the corporation; provided that no such
proxy shall be valid after the expiration of eleven (11) months from the date of
its execution, unless the shareholder executing it specifies therein the length
of time for which such proxy is to continue in force, which in no case shall
exceed seven (7) years from the date of its execution.
SECTION 10. SHAREHOLDER ACTION WITHOUT A MEETING. Any action required
or permitted to be taken at a meeting of the stockholders may be taken without a
meeting if a written consent thereto is signed by stockholders holding at least
a majority of the voting power, except that if a different proportion of voting
power is required for such an action at a meeting, then that proportion of
written consents is required. In no instance where action is authorized by this
written consent need a meeting of stockholders be called or notice given. The
written consent must be filed with the proceedings of the stockholders.
ARTICLE III.
BOARD OF DIRECTORS
SECTION 1. POWERS. Subject to the limitations of the Articles of
Incorporation or the By-Laws, and the provisions of Utah Corporate Law as to
action to be authorized or approved by the shareholders, and subject to the
duties of directors as prescribed by the By-Laws, all corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be controlled by the board of directors. Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the directors shall have the following powers, to wit:
A. To select and remove all the other officers, agents and employees of
the corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Articles of Incorporation or the By-Laws, fix
their compensation, and require from them security for faithful service.
B. To conduct, manage and control the affairs and business of the
corporation and to make such rules and regulations therefore not inconsistent
with law, with the Articles of Incorporation or the By-Laws, as they may deem
best.
C. To change the principal office for the transaction of the business
if it becomes necessary or useful; to fix and locate from time to time one or
more subsidiary offices of the
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corporation within or without the State of Utah, as provided in Article I,
Section 2, hereof; to designate any place within or without the State of Utah
for the holding of any shareholders' meeting or meetings; and to adopt, make and
use a corporate seal, and to prescribe the forms of certificates of stock and to
alter the form of such seal and of such certificates from time to time, as in
their judgment they may deem best, provided such seal and such certificate shall
at all times comply with the provisions of law.
D. To authorize the issuance of shares of stock of the corporation from
time to time, upon such terms as may be lawful, in consideration of money paid,
labor done or services actually rendered, debts or securities canceled, or
tangible or intangible property actually received, or in the case of shares
issued as a dividend, against amounts transferred from surplus to stated
capital.
E. To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefore, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecation's or other evidences of debt and securities therefore.
F. To appoint an executive committee and other committees and to
delegate to the executive committee any of the powers and authority of the board
in management of the business and affairs of the corporation, except the power
to declare dividends and to adopt, amend or repeal By-Laws. The executive
committee shall be composed of one or more directors.
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number
of directors of the corporation shall not be less than one (1) and not more than
three (3).
SECTION 3. ELECTION AND TERM OF OFFICE. The directors shall be elected
at each annual meeting of shareholders, but if any such annual meeting is not
held, or the directors are not elected thereat, the directors may be elected at
any special meeting of shareholders. All directors shall hold office until their
respective successors are elected.
SECTION 4. VACANCIES. Vacancies in the board of directors may be filled
by a majority of the remaining directors, though less than a quorum, or by a
sole remaining director, and each director so elected shall hold office until
his successor is elected at an annual or a special meeting of the shareholders.
A vacancy or vacancies in the board of directors shall be deemed to
exist in case of the death, resignation or removal of any director, or if the
authorized number of directors be increased, or if the shareholders fail at any
annual or special meeting of shareholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting.
The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors. If the board of directors
accept the resignation of a director tendered to take effect at a future time,
the board or the shareholders shall have the power to elect a successor to take
office with the resignation is to become effective.
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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.
ARTICLE IV.
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. PLACE OF MEETING. Regular meetings of the board of directors
shall be held at any place within or without the State of Utah which has been
designated from time to time by resolution of the board or by written consent of
all members of the board. In the absence of such designation regular meeting
shall be held at the principal office of the corporation. Special meetings of
the board may be held either at a place so designated, or at the principal
office. Failure to hold an annual meeting of the board of directors shall not
constitute forfeiture or dissolution of the Corporation.
SECTION 2. ORGANIZATION MEETING. Immediately following each annual
meeting of shareholders, the board of directors shall hold a regular meeting for
the purpose of organization, election of officers, and the transaction of other
business. Notice of such meeting is hereby dispensed with.
SECTION 3. OTHER REGULAR MEETINGS. Other regular meetings of the board
of directors shall be held without call unless one director agrees not to have
this regular meeting, on the First Monday of each month at the hour of 3:00
o'clock p.m. of said day; provided, however, should said day fall upon a legal
holiday, then said meeting shall be held at the same time on the next day
thereafter ensuing which is not a legal holiday. Notice of all such regular
meetings of the board of directors is hereby dispensed with.
SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors
for any purpose or purposes shall be called at any time by the president, or, if
he is absent or unable or refuses to act, by any vice president or by any two
directors.
Written notice of the time and place of special meetings shall be
delivered personally to the directors or sent to each director by mail charges
prepaid, addressed to him at his address as it is shown in the records of the
corporation, or if it is not shown on such records or is not readily
ascertainable, at the place in which the meetings of the directors are regularly
held. In case such notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the telegraph company in the place in which
the principal office of the corporation is located at least forty-eight (48)
hours prior to the time of the holding of the meeting. In case such notice is
delivered as above provided, it shall be so delivered at least twenty-four (24)
hours prior to the time of the holding of the meeting. Such mailing,
telegraphing or delivery as above provided shall be due, legal and personal to
notice to such director.
SECTION 5. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given to absent directors, if the time
and place be fixed at the meeting adjourned.
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SECTION 6. ENTRY OF NOTICE. Whenever any director has been absent from
any special meeting of the board of directors, an entry in the minutes to the
effect that notice has been duly given shall be conclusive and incontrovertible
evidence that due notice of such special meeting was given to such director, as
required by law and the By-Laws of the corporation.
SECTION 7. WAIVER OF NOTICE. The transactions of any meeting of the
board of directors, however called and noticed or wherever held, shall be as
valid as though a meeting had been duly held after regular call and notice, if a
quorum be present, and if, either before or after the meeting, each of the
directors sign a written waiver of notice or a consent to holding such meeting
or an approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting
SECTION 8. QUORUM. A majority of the authorized number of directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the directors present at a meeting duly held at which a quorum is
present, shall be regarded as the act of the hoard of directors, unless a
greater number be required by law or by the Articles of Incorporation.
SECTION 9. ADJOURNMENT. A quorum of the directors may adjourn any
directors' meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the board.
SECTION 10. FEES AND COMPENSATION. Directors shall not receive any
stated salary for their services as directors, as but by resolution of the
board, a fixed fee with or without expenses of attendance may be allowed for
attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as an
officer, agent, employee, or otherwise, and receiving compensation therefore.
SECTION 11. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at a meeting of the board of directors a committee thereof may be
taken without a meeting if, before or after the action, a written consent
thereto is signed by all the members of the board or of the committee. The
written consent must be filed with the proceedings of the board of committee.
ARTICLE V.
OFFICERS
SECTION 1. OFFICERS. The officers of the corporation shall be a
president, and a Secretary/Treasurer. The corporation may also have, at the
direction of the board of directors, a chairman of the board, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article. Officers other than president and chairman of the
board need not be directors. Any person may hold two or more offices.
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SECTION 2. ELECTION. The officer of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article, shall be chosen annually by the board of directors,
and each shall hold his office until he shall resign or shall be removed or
otherwise disqualified to serve, or his successor shall be elected and
qualified.
SECTION 3. SUBORDINATE OFFICERS, ETC. The board of directors may
appoint such other officers as the business of the corporation may require, each
of whom shall hold office for such period, have such authority and perform such
duties as are provided in the By-Laws or as the board of directors may from time
to time determine.
SECTION 4. REMOVAL AND RESIGNATION. Any officer may be removed, either
with or without cause, by a majority of the directors at the time in office, at
any regular or special meeting of the board.
Any officer may resign at any time by giving written notice to the
board of directors or to the president, or to the secretary of the corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
SECTION 5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the By-Laws for regular appointments to such office.
SECTION 6. CHAIRMAN OF THE BOARD. The chairman of the board, if there
shall be such an officer, shall, if present, preside at all meetings of the
board of directors, and exercise and perform such other powers and duties as may
be from time to time assigned to him by the board of directors or prescribed by
the By-Laws.
SECTION 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the board of directors to the chairman of the board, if there be
such an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors, have
general supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders and in the
absence of the chairman of the board, or if there be none, at all meetings of
the board of directors. He shall be ex-officio a member of all the standing
committees, including the executive committee, if any, and shall have the
general powers and duties of management usually vested in the office of
president of a corporation, and shall have such other powers and duties as may
be prescribed by the board of directors or the By-Laws.
SECTION 8. VICE PRESIDENT. In the absence or disability of the
president, the vice presidents, in order of their rank as fixed by the board of
directors, or if not ranked, the vice president designated by the board of
directors, shall perform all the duties of the president and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors or the By-Laws.
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SECTION 9. SECRETARY. The secretary shall keep, or cause to be kept, a
book of minutes at the principal office or such other place as the board of
directors may order, or all meetings of directors and shareholders, with the
time and place of holding, whether regular or special, and if special, how
authorized, the notice hereof given, the names of those present at directors'
meetings, the number of shares present or represented at shareholder's meetings
and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal office,
a share register, or a duplicate share register, showing the names of the
shareholders and their addresses; the number and classes of shares held by each;
the number and date of certificates issued for the same, and the number and date
of cancellation of every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the board of directors required by the
By-Laws or by law to be given, and he shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or the By-Laws.
SECTION 10. TREASURER. The treasurer shall keep and maintain, or cause
to be kept and maintained, adequate and correct accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus and
shares. Any surplus, including earned surplus, paid-in surplus and surplus
arising from a reduction of stated capital, shall be classified according to
source and shown in a separate account. The books of account shall at all times
be open to inspection by any director.
The treasurer shall deposit all monies and other valuables in the name
and to the credit of the corporation with such depositaries as may be designated
by the board of directors. He shall disburse the funds of the corporation as may
be ordered by the board of directors, shall render to the president and
directors, whenever they request it, an account of all of his transactions as
treasurer and of the financial condition of the corporation, and shall have such
other powers and perform such other duties as may be prescribed by the board of
directors or the By-Laws.
ARTICLE VI.
MISCELLANEOUS
SECTION 1. RECORD DATE AND CLOSING STOCK BOOKS. The board of directors
may fix a time, in the future, not exceeding fifteen (15) days preceding the
date of any meeting of shareholders, and not exceeding thirty (30) days
preceding the date fixed for the payment of any dividend or distribution, or for
the allotment of rights, or when any change or conversion or exchange of shares
shall go into effect, as a record date for the determination of the shareholders
entitled to notice of and to vote at any such meeting, or entitled to receive
any such dividend or distribution, or any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or exchange of
shares, and in such case only shareholders of record on the date so fixed shall
be entitled to notice of and to vote at such meetings, or to receive such
dividend, distribution or allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any shares of the books of the
corporation after any record date
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fixed as aforesaid. The board of directors may close the books of the
corporation against transfers or shares during the whole, or any part of any
such period.
SECTION 2. INSPECTION OF CORPORATE RECORDS. The share register or
duplicate share register, the books of account, and minutes of proceedings of
the shareholders and directors shall be open to inspection upon the written
demand of any shareholder of the holder of a voting trust certificate, at any
reasonable time, and for a purpose reasonably related to his interests as a
shareholder, or as the holder of a voting trust certificate, and shall be
exhibited at any time when required by the demand of ten percent (10%) of the
shares represented at any shareholders' meeting. Such inspection may be made in
person or by an agent of attorney, and shall include the right to make extracts.
Demand of inspection other than at a shareholders' meeting shall be made in
writing upon the president, secretary or assistant secretary of the corporation.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the board of directors.
SECTION 4. ANNUAL REPORT. The board of directors of the corporation
shall cause to be sent to the shareholders not later than one hundred twenty
(120) days after the close of the fiscal or calendar year an annual report.
SECTION 5. CONTRACTS, ETC., HOW EXECUTED. The board of directors,
except as in the By-Laws otherwise provided, may authorize any officer or
officers, agent or agents, to enter into any contract, deed or lease or execute
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances; and unless so
authorized by the board of directors, no officer, agent or employee shall have
any power or authority to bind the corporation by any contract or engagement or
the pledge its credit to render it liable for any purpose or to any amount.
SECTION 6. CERTIFICATES OF STOCK. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to each
shareholder when any such shares are fully paid up. All such certificates shall
be signed by the president or a vice president and the secretary or an assistant
secretary, or be authenticated by facsimiles of the signature of the president
and secretary or by a facsimile of the signatures or the president and the
written signature of the secretary or an assistant secretary. Every certificate
authenticated by a facsimile of a signature must be countersigned by a transfer
agent or transfer clerk.
SECTION 7. REPRESENTATIONS OF SHARES OF OTHER CORPORATIONS. The
president or any vice president and the secretary or assistant secretary of this
corporation are authorized to vote, represent and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority herein
granted to said officers to vote or represent on behalf of this corporation or
corporations may be exercised either by such officers in person or by any person
authorized so to do by proxy or power of attorney duly executed by said
officers.
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SECTION 8. INSPECTION OF BY-LAWS. The corporation shall keep in its
principal office for the transaction of business the original or a copy of the
By-Laws as amended, or otherwise altered to date, certified by the secretary,
which shall be open to inspection by the shareholders at all reasonable times
during office hours.
SECTION 9. INDEMNIFICATION. The corporation shall indemnify its
officers and directors for any liability including reasonable costs of defense
arising out of any act or omission of any officer or director on behalf of the
corporation to the full extent allowed by the laws of the state of Utah.
ARTICLE VII.
AMENDMENTS
SECTION 1. POWER OF SHAREHOLDERS. New By-Laws may be adopted or these
By-Laws may be amended or repealed by the vote of shareholders entitled to
exercise a majority of the voting power of the corporation or by the written
assent of such shareholders.
SECTION 2. POWER OF DIRECTORS. Subject to the right of shareholders as
provided in Section 1 of this Article VII to adopt, amend or repeal By-Laws,
By-Laws other than a By-Law or amendment thereof changing the authorized number
of directors may be adopted, amended or repealed by the board of directors.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that the undersigned is the
Secretary of TAC, Inc. a corporation duly organized and existing under and by
virtue of the laws of the State of Utah; that the above and foregoing By-Laws of
said corporation were duly and regularly adopted as such by the Board of
Directors of said corporation at the first meeting of said Board, which was duly
and regularly held on the 1st day of November, 1995, and that the above
foregoing By-Laws are now in full force and effect.
Dated this: February 6, 1996
/s/ Bonnie Jean Tippetts (Sec)
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Bonnie Jean Tippetts, Secretary
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By-Laws - TAC Inc.
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