{"id":41474,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-tac-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-tac-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-tac-inc.html","title":{"rendered":"By-Laws &#8211; TAC Inc."},"content":{"rendered":"<pre>                           BY-LAWS FOR THE REGULATION\n\n                     EXCEPT AS OTHERWISE PROVIDED BY STATUTE\n\n                       OR ITS ARTICLES OF INCORPORATION OF\n\n                                    TAC, INC.\n\n                                    * * * * *\n\n                                   ARTICLE I.\n\n                                     OFFICES\n\nSECTION 1. PRINCIPAL AND REGISTERED  OFFICE. The principal and registered office\nfor the  transaction  of the  business of the  corporation  is hereby  fixed and\nlocated  at 268 West 400 South,  Suite 302,  Salt Lake  City,  Utah  84101.  The\nCorporation  may have such other offices,  either within or without the State of\nUtah  as  the  Board  of  Directors  may  designate  or as the  business  of the\nCorporation may require from time to time.\n\nSECTION 2.  OTHER  OFFICES.  Branch or  subordinate  offices  may at any time be\nestablished  by the  board  of  directors  at any  place  or  places  where  the\ncorporation is qualified to do business.\n\n                                  ARTICLE II.\n\n                            MEETINGS OF SHAREHOLDERS\n\n         SECTION 1. MEETING PLACE.  All annual meetings of shareholders  and all\nother meetings of shareholders  shall be held either at the principal  office or\nat any other place  within or without the State of Utah which may be  designated\neither by the board of directors,  pursuant to authority  hereinafter granted to\nsaid  board,  or by the  written  consent of all  shareholders  entitled to vote\nthereat,  given either  before or after the meeting and filed with the Secretary\nof the corporation.\n\n         SECTION 2. ANNUAL MEETINGS.  The annual meetings of shareholders  shall\nbe held on the third Monday of September  each year, at the hour of 2:00 o'clock\np.m. of said day commencing with the year 1996, provided,  however,  that should\nsaid day fall upon a legal holiday then any such annual meeting of  shareholders\nshall be held at the  same  time and  place on the next day  thereafter  ensuing\nwhich is not a legal holiday.\n\n         Written  notice of each annual  meeting signed by the president or vice\npresident,  or the secretary, or an assistant secretary, or by such other person\nor persons as the directors shall designate,  shall be given to each shareholder\nentitled to vote thereat, either personally or by mail or other means of written\ncommunication,  charges  prepaid,  addressed to such  shareholder at his address\nappearing on the books of the corporation or given by him to the corporation for\nthe purpose of notice. If a shareholder gives no address, notice shall be deemed\nto have been given to him,  if by mail or other  means of written  communication\naddressed  to the  place  where  the  principal  office  of the  corporation  is\nsituated, or if published at least once in some newspaper of general\n\n\n\ncirculation  in the county in which said  office is  located.  All such  notices\nshall be sent to each  shareholder  entitled  thereto not less than ten (10) nor\nmore than sixty (60) days  before  each annual  meeting,  and shall  specify the\nplace, the day and the hour of such meeting, and shall also state the purpose or\npurposes for which the meeting is called.\n\n         Failure to hold the annual meeting shall not constitute  dissolution or\nforfeiture of the  Corporation,  and a special meeting of the  shareholders  may\ntake the place thereof.\n\n         SECTION 3. SPECIAL, MEETINGS. Special meetings of the shareholders, for\nany purpose or purposes whatever,  may be called at any time by the president or\nby the board of directors,  or by one or more shareholders holding not less than\n10% of the voting power of the corporation.  Except in special cases where other\nexpress  provision is made by statute,  notice of such special meetings shall be\ngiven in the same manner as for annual meetings of shareholders.  Notices of any\nspecial  meeting  shall  specify in addition to the place,  day and hour of such\nmeetings, the purpose or purposes for which the meeting is called.\n\n         SECTION 4. ADJOURNED  MEETINGS AND NOTICE  THEREOF.  Any  shareholder's\nmeeting, annual or special, whether or not a quorum is present, may be adjourned\nfrom time to time by the vote of a majority of the shares,  the holders of which\nare either present in person or represented by proxy thereat, but in the absence\nof a quorum, no other business may be transacted at any such meeting.\n\n         When any shareholders' meeting,  either annual or special, is adjourned\nfor thirty (30) days or more,  notice of the adjourned meeting shall be given as\nin the case of an original meeting. Save as aforesaid, it shall not be necessary\nto give any notice of an  adjournment or of the business to be transacted  at an\nadjourned  meeting,  other  than by  announcement  at the  meeting at which such\nadjournment is taken.\n\n         SECTION 5. ENTRY OF NOTICE.  Whenever any shareholder  entitled to vote\nhas been absent from any meeting of shareholders,  whether annual or special, an\nentry in the  minutes to the  effect  that  notice has been duly given  shall be\nconclusive  and  incontrovertible  evidence  that due notice of such meeting was\ngiven  to  such  shareholders,  as  required  by  law  and  the  By-Laws  of the\ncorporation.\n\n         SECTION 6. VOTING.  At all annual and special  meetings of stockholders\nentitled to vote thereat,  every holder of stock issued to a bona fide purchaser\nof the same,  represented by the holders thereof either in person or by proxy in\nwriting,  shall have one vote for each share of stock so held and represented at\nsuch  meetings,  unless the  Articles  of  Incorporation  of the  company  shall\notherwise  provide,  in which  event the voting  rights,  powers and  privileges\nprescribed  in the said  Articles of  Incorporation  shall  prevail.  Voting for\ndirectors and, upon demand of any stockholder, upon any questions at any meeting\nshall be by ballot.\n\n         SECTION 7. QUORUM. The presence in person or by proxy of the holders of\na majority  of the shares  entitled to vote at any meeting  shall  constitute  a\nquorum for the  transaction  of  business.  The  shareholders  present at a duly\ncalled or held  meeting at which a quorum is present may continue to do business\nuntil  adjournment,  notwithstanding  the withdrawal of enough  shareholders  to\nleave less than a quorum.\n\n                                      -2-\n\n\n         SECTION 8. CONSENT OF  ABSENTEES.  The  transactions  of any meeting of\nshareholders,  either annual or special, however called and given notice thereof\nshall be as valid as though had at a meeting  duly held after  regular  call and\nnotice,  if a quorum be present either in person or by proxy,  and either before\nor after the meeting,  each of the shareholders entitled to vote, not present in\nperson or by proxy, sign a written Waiver of Notice, or a consent to the holding\nof such  meeting,  or an  approval  of the minutes  thereof.  All such  waivers,\nconsents or approvals  shall be filed with the corporate  records or made a part\nof the minutes of this meeting.\n\n         SECTION 9. PROXIES.  Every person entitled to vote or execute  consents\nshall  have the  right  to do so  either  in  person  or by an  agent or  agents\nauthorized  by a written  proxy  executed by such person or his duly  authorized\nagent and filed with the  secretary of the  corporation;  provided  that no such\nproxy shall be valid after the expiration of eleven (11) months from the date of\nits execution,  unless the shareholder executing it specifies therein the length\nof time for which such  proxy is to  continue  in force,  which in no case shall\nexceed seven (7) years from the date of its execution.\n\n         SECTION 10. SHAREHOLDER  ACTION WITHOUT A MEETING.  Any action required\nor permitted to be taken at a meeting of the stockholders may be taken without a\nmeeting if a written consent thereto is signed by stockholders  holding at least\na majority of the voting power, except that if a different  proportion of voting\npower is  required  for such an action at a  meeting,  then that  proportion  of\nwritten consents is required.  In no instance where action is authorized by this\nwritten consent need a meeting of  stockholders  be called or notice given.  The\nwritten consent must be filed with the proceedings of the stockholders.\n\n                                  ARTICLE III.\n\n                               BOARD OF DIRECTORS\n\n         SECTION  1.  POWERS.  Subject to the  limitations  of the  Articles  of\nIncorporation  or the By-Laws,  and the  provisions of Utah  Corporate Law as to\naction to be  authorized  or  approved by the  shareholders,  and subject to the\nduties of directors as prescribed by the By-Laws,  all corporate powers shall be\nexercised  by or under the  authority  of, and the  business  and affairs of the\ncorporation shall be controlled by the board of directors.  Without prejudice to\nsuch general powers, but subject to the same limitations, it is hereby expressly\ndeclared that the directors shall have the following powers, to wit:\n\n         A. To select and remove all the other officers, agents and employees of\nthe  corporation,  prescribe  such  powers  and  duties  for  them as may not be\ninconsistent  with law, with the Articles of Incorporation  or the By-Laws,  fix\ntheir compensation, and require from them security for faithful service.\n\n         B. To conduct,  manage and  control  the  affairs  and  business of the\ncorporation  and to make such rules and regulations  therefore not  inconsistent\nwith law, with the Articles of  Incorporation  or the By-Laws,  as they may deem\nbest.\n\n         C. To change the principal  office for the  transaction of the business\nif it becomes  necessary  or useful;  to fix and locate from time to time one or\nmore subsidiary  offices of the\n\n                                      -3-\n\n\ncorporation  within or  without  the State of Utah,  as  provided  in Article I,\nSection 2, hereof;  to  designate  any place within or without the State of Utah\nfor the holding of any shareholders' meeting or meetings; and to adopt, make and\nuse a corporate seal, and to prescribe the forms of certificates of stock and to\nalter the form of such seal and of such  certificates  from time to time,  as in\ntheir judgment they may deem best, provided such seal and such certificate shall\nat all times comply with the provisions of law.\n\n         D. To authorize the issuance of shares of stock of the corporation from\ntime to time, upon such terms as may be lawful,  in consideration of money paid,\nlabor done or services  actually  rendered,  debts or  securities  canceled,  or\ntangible or  intangible  property  actually  received,  or in the case of shares\nissued  as a  dividend,  against  amounts  transferred  from  surplus  to stated\ncapital.\n\n         E. To borrow  money  and incur  indebtedness  for the  purposes  of the\ncorporation,  and to  cause  to be  executed  and  delivered  therefore,  in the\ncorporate name, promissory notes, bonds, debentures,  deeds of trust, mortgages,\npledges, hypothecation's or other evidences of debt and securities therefore.\n\n         F. To  appoint  an  executive  committee  and other  committees  and to\ndelegate to the executive committee any of the powers and authority of the board\nin management of the business and affairs of the  corporation,  except the power\nto  declare  dividends  and to adopt,  amend or repeal  By-Laws.  The  executive\ncommittee shall be composed of one or more directors.\n\n         SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number\nof directors of the corporation shall not be less than one (1) and not more than\nthree (3).\n\n         SECTION 3. ELECTION AND TERM OF OFFICE.  The directors shall be elected\nat each annual  meeting of  shareholders,  but if any such annual meeting is not\nheld, or the directors are not elected thereat,  the directors may be elected at\nany special meeting of shareholders. All directors shall hold office until their\nrespective successors are elected.\n\n         SECTION 4. VACANCIES. Vacancies in the board of directors may be filled\nby a majority of the  remaining  directors,  though less than a quorum,  or by a\nsole  remaining  director,  and each director so elected shall hold office until\nhis successor is elected at an annual or a special meeting of the shareholders.\n\n         A vacancy or  vacancies  in the board of  directors  shall be deemed to\nexist in case of the death,  resignation  or removal of any director,  or if the\nauthorized number of directors be increased,  or if the shareholders fail at any\nannual or special meeting of shareholders at which any director or directors are\nelected to elect the full authorized number of directors to be voted for at that\nmeeting.\n\n         The  shareholders may elect a director or directors at any time to fill\nany vacancy or vacancies not filled by the directors.  If the board of directors\naccept the  resignation of a director  tendered to take effect at a future time,\nthe board or the shareholders  shall have the power to elect a successor to take\noffice with the resignation is to become effective.\n\n                                      -4-\n\n\n         No  reduction  of the  authorized  number of  directors  shall have the\neffect of removing any director prior to the expiration of his term of office.\n\n                                  ARTICLE IV.\n\n                       MEETINGS OF THE BOARD OF DIRECTORS\n\n         SECTION 1. PLACE OF MEETING. Regular meetings of the board of directors\nshall be held at any place  within or  without  the State of Utah which has been\ndesignated from time to time by resolution of the board or by written consent of\nall members of the board.  In the absence of such  designation  regular  meeting\nshall be held at the principal  office of the  corporation.  Special meetings of\nthe  board  may be held  either at a place so  designated,  or at the  principal\noffice.  Failure to hold an annual  meeting of the board of directors  shall not\nconstitute forfeiture or dissolution of the Corporation.\n\n         SECTION 2.  ORGANIZATION  MEETING.  Immediately  following  each annual\nmeeting of shareholders, the board of directors shall hold a regular meeting for\nthe purpose of organization,  election of officers, and the transaction of other\nbusiness. Notice of such meeting is hereby dispensed with.\n\n         SECTION 3. OTHER REGULAR MEETINGS.  Other regular meetings of the board\nof directors  shall be held without call unless one director  agrees not to have\nthis  regular  meeting,  on the First  Monday of each  month at the hour of 3:00\no'clock p.m. of said day; provided,  however,  should said day fall upon a legal\nholiday,  then  said  meeting  shall  be held at the  same  time on the next day\nthereafter  ensuing  which is not a legal  holiday.  Notice of all such  regular\nmeetings of the board of directors is hereby dispensed with.\n\n         SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors\nfor any purpose or purposes shall be called at any time by the president, or, if\nhe is absent or unable or refuses to act,  by any vice  president  or by any two\ndirectors.\n\n         Written  notice  of the time and  place of  special  meetings  shall be\ndelivered  personally  to the directors or sent to each director by mail charges\nprepaid,  addressed  to him at his  address as it is shown in the records of the\ncorporation,  or  if it  is  not  shown  on  such  records  or  is  not  readily\nascertainable, at the place in which the meetings of the directors are regularly\nheld. In case such notice is mailed or telegraphed, it shall be deposited in the\nUnited States mail or delivered to the  telegraph  company in the place in which\nthe principal  office of the  corporation is located at least  forty-eight  (48)\nhours  prior to the time of the holding of the  meeting.  In case such notice is\ndelivered as above provided,  it shall be so delivered at least twenty-four (24)\nhours  prior  to  the  time  of  the  holding  of  the  meeting.  Such  mailing,\ntelegraphing  or delivery as above  provided shall be due, legal and personal to\nnotice to such director.\n\n         SECTION  5.  NOTICE  OF  ADJOURNMENT.  Notice  of the time and place of\nholding an adjourned meeting need not be given to absent directors,  if the time\nand place be fixed at the meeting adjourned.\n\n                                      -5-\n\n\n         SECTION 6. ENTRY OF NOTICE.  Whenever any director has been absent from\nany special  meeting of the board of  directors,  an entry in the minutes to the\neffect that notice has been duly given shall be conclusive and  incontrovertible\nevidence that due notice of such special meeting was given to such director,  as\nrequired by law and the By-Laws of the corporation.\n\n         SECTION 7.  WAIVER OF NOTICE.  The  transactions  of any meeting of the\nboard of directors,  however  called and noticed or wherever  held,  shall be as\nvalid as though a meeting had been duly held after regular call and notice, if a\nquorum be  present,  and if,  either  before or after the  meeting,  each of the\ndirectors  sign a written  waiver of notice or a consent to holding such meeting\nor an approval of the minutes thereof.  All such waivers,  consents or approvals\nshall be filed with the  corporate  records or made a part of the minutes of the\nmeeting\n\n         SECTION 8.  QUORUM.  A majority of the  authorized  number of directors\nshall be  necessary  to  constitute  a quorum for the  transaction  of business,\nexcept to adjourn as hereinafter provided. Every act or decision done or made by\na majority of the directors  present at a meeting duly held at which a quorum is\npresent,  shall  be  regarded  as the act of the  hoard of  directors,  unless a\ngreater number be required by law or by the Articles of Incorporation.\n\n         SECTION 9.  ADJOURNMENT.  A quorum of the  directors  may  adjourn  any\ndirectors'  meeting to meet again at a stated day and hour;  provided,  however,\nthat in the  absence of a quorum,  a majority  of the  directors  present at any\ndirectors'  meeting,  either  regular or special,  may adjourn from time to time\nuntil the time fixed for the next regular meeting of the board.\n\n         SECTION  10.  FEES AND  COMPENSATION.  Directors  shall not receive any\nstated  salary for their  services as  directors,  as but by  resolution  of the\nboard,  a fixed fee with or without  expenses of  attendance  may be allowed for\nattendance  at each  meeting.  Nothing  herein  contained  shall be construed to\npreclude any director from serving the  corporation  in any other capacity as an\nofficer, agent, employee, or otherwise, and receiving compensation therefore.\n\n         SECTION 11. ACTION WITHOUT A MEETING.  Any action required or permitted\nto be taken at a meeting of the board of  directors a  committee  thereof may be\ntaken  without a meeting  if,  before or after  the  action,  a written  consent\nthereto  is signed by all the  members  of the  board or of the  committee.  The\nwritten consent must be filed with the proceedings of the board of committee.\n\n                                   ARTICLE V.\n\n                                    OFFICERS\n\n         SECTION  1.  OFFICERS.  The  officers  of the  corporation  shall  be a\npresident,  and a  Secretary\/Treasurer.  The  corporation  may also have, at the\ndirection of the board of directors,  a chairman of the board,  one or more vice\npresidents, one or more assistant secretaries, one or more assistant treasurers,\nand such other officers as may be appointed in accordance with the provisions of\nSection 3 of this  Article.  Officers  other than  president and chairman of the\nboard need not be directors. Any person may hold two or more offices.\n\n                                      -6-\n\n\n         SECTION 2.  ELECTION.  The  officer  of the  corporation,  except  such\nofficers as may be appointed in accordance  with the  provisions of Section 3 or\nSection 5 of this Article,  shall be chosen  annually by the board of directors,\nand each  shall  hold his  office  until he shall  resign or shall be removed or\notherwise  disqualified  to  serve,  or  his  successor  shall  be  elected  and\nqualified.\n\n         SECTION  3.  SUBORDINATE  OFFICERS,  ETC.  The board of  directors  may\nappoint such other officers as the business of the corporation may require, each\nof whom shall hold office for such period,  have such authority and perform such\nduties as are provided in the By-Laws or as the board of directors may from time\nto time determine.\n\n         SECTION 4. REMOVAL AND RESIGNATION.  Any officer may be removed, either\nwith or without cause, by a majority of the directors at the time in office,  at\nany regular or special meeting of the board.\n\n         Any  officer  may  resign at any time by giving  written  notice to the\nboard of directors or to the president,  or to the secretary of the corporation.\nAny such resignation shall take effect at the date of the receipt of such notice\nor at any later time specified therein; and, unless otherwise specified therein,\nthe acceptance of such resignation shall not be necessary to make it effective.\n\n         SECTION  5.  VACANCIES.  A  vacancy  in any  office  because  of death,\nresignation, removal, disqualification or any other cause shall be filled in the\nmanner prescribed in the By-Laws for regular appointments to such office.\n\n         SECTION 6. CHAIRMAN OF THE BOARD.  The chairman of the board,  if there\nshall be such an  officer,  shall,  if present,  preside at all  meetings of the\nboard of directors, and exercise and perform such other powers and duties as may\nbe from time to time  assigned to him by the board of directors or prescribed by\nthe By-Laws.\n\n         SECTION 7. PRESIDENT.  Subject to such supervisory  powers,  if any, as\nmay be given by the board of directors to the chairman of the board, if there be\nsuch an  officer,  the  president  shall be the chief  executive  officer of the\ncorporation  and shall,  subject to the control of the board of directors,  have\ngeneral  supervision,  direction and control of the business and officers of the\ncorporation.  He shall  preside at all meetings of the  shareholders  and in the\nabsence of the  chairman of the board,  or if there be none,  at all meetings of\nthe board of  directors.  He shall be  ex-officio  a member of all the  standing\ncommittees,  including  the  executive  committee,  if any,  and shall  have the\ngeneral  powers  and  duties  of  management  usually  vested  in the  office of\npresident of a  corporation,  and shall have such other powers and duties as may\nbe prescribed by the board of directors or the By-Laws.\n\n         SECTION  8.  VICE  PRESIDENT.  In  the  absence  or  disability  of the\npresident, the vice presidents,  in order of their rank as fixed by the board of\ndirectors,  or if not  ranked,  the vice  president  designated  by the board of\ndirectors,  shall  perform  all the duties of the  president  and when so acting\nshall have all the powers of, and be subject to all the  restrictions  upon, the\npresident.  The vice  presidents  shall have such other  powers and perform such\nother duties as from time to time may be prescribed for them respectively by the\nboard of directors or the By-Laws.\n\n                                      -7-\n\n\n         SECTION 9. SECRETARY.  The secretary shall keep, or cause to be kept, a\nbook of minutes  at the  principal  office or such  other  place as the board of\ndirectors  may order,  or all meetings of directors and  shareholders,  with the\ntime and place of  holding,  whether  regular or special,  and if  special,  how\nauthorized,  the notice hereof  given,  the names of those present at directors'\nmeetings,  the number of shares present or represented at shareholder's meetings\nand the proceedings thereof.\n\n         The secretary shall keep, or cause to be kept, at the principal office,\na share  register,  or a  duplicate  share  register,  showing  the names of the\nshareholders and their addresses; the number and classes of shares held by each;\nthe number and date of certificates issued for the same, and the number and date\nof cancellation of every certificate surrendered for cancellation.\n\n         The  secretary  shall  give,  or cause to be  given,  notice of all the\nmeetings  of the  shareholders  and of the board of  directors  required  by the\nBy-Laws or by law to be given,  and he shall keep the seal of the corporation in\nsafe custody,  and shall have such other powers and perform such other duties as\nmay be prescribed by the board of directors or the By-Laws.\n\n         SECTION 10. TREASURER.  The treasurer shall keep and maintain, or cause\nto be kept and maintained,  adequate and correct  accounts of the properties and\nbusiness  transactions  of the  corporation,  including  accounts of its assets,\nliabilities,  receipts,  disbursements,  gains,  losses,  capital,  surplus  and\nshares.  Any surplus,  including  earned  surplus,  paid-in  surplus and surplus\narising from a reduction of stated  capital,  shall be  classified  according to\nsource and shown in a separate account.  The books of account shall at all times\nbe open to inspection by any director.\n\n         The treasurer  shall deposit all monies and other valuables in the name\nand to the credit of the corporation with such depositaries as may be designated\nby the board of directors. He shall disburse the funds of the corporation as may\nbe  ordered  by the  board of  directors,  shall  render  to the  president  and\ndirectors,  whenever they request it, an account of all of his  transactions  as\ntreasurer and of the financial condition of the corporation, and shall have such\nother powers and perform such other duties as may be  prescribed by the board of\ndirectors or the By-Laws.\n\n                                  ARTICLE VI.\n\n                                  MISCELLANEOUS\n\n         SECTION 1. RECORD DATE AND CLOSING STOCK BOOKS.  The board of directors\nmay fix a time,  in the future,  not exceeding  fifteen (15) days  preceding the\ndate  of any  meeting  of  shareholders,  and not  exceeding  thirty  (30)  days\npreceding the date fixed for the payment of any dividend or distribution, or for\nthe allotment of rights,  or when any change or conversion or exchange of shares\nshall go into effect, as a record date for the determination of the shareholders\nentitled  to notice of and to vote at any such  meeting,  or entitled to receive\nany such  dividend  or  distribution,  or any such  allotment  of rights,  or to\nexercise  the rights in respect to any such  change,  conversion  or exchange of\nshares,  and in such case only shareholders of record on the date so fixed shall\nbe  entitled  to  notice of and to vote at such  meetings,  or to  receive  such\ndividend,  distribution or allotment of rights,  or to exercise such rights,  as\nthe case may be,  notwithstanding any transfer of any shares of the books of the\ncorporation after any record date\n\n                                      -8-\n\n\nfixed  as  aforesaid.  The  board  of  directors  may  close  the  books  of the\ncorporation  against  transfers or shares  during the whole,  or any part of any\nsuch period.\n\n         SECTION 2.  INSPECTION  OF  CORPORATE  RECORDS.  The share  register or\nduplicate  share register,  the books of account,  and minutes of proceedings of\nthe  shareholders  and directors  shall be open to  inspection  upon the written\ndemand of any  shareholder of the holder of a voting trust  certificate,  at any\nreasonable  time,  and for a purpose  reasonably  related to his  interests as a\nshareholder,  or as the  holder  of a voting  trust  certificate,  and  shall be\nexhibited  at any time when  required by the demand of ten percent  (10%) of the\nshares represented at any shareholders'  meeting. Such inspection may be made in\nperson or by an agent of attorney, and shall include the right to make extracts.\nDemand of  inspection  other than at a  shareholders'  meeting  shall be made in\nwriting upon the president, secretary or assistant secretary of the corporation.\n\n         SECTION 3. CHECKS,  DRAFTS, ETC. All checks, drafts or other orders for\npayment of money,  notes or other evidences of indebtedness,  issued in the name\nof or payable to the corporation,  shall be signed or endorsed by such person or\npersons  and in such  manner  as,  from  time to time,  shall be  determined  by\nresolution of the board of directors.\n\n         SECTION 4. ANNUAL  REPORT.  The board of directors  of the  corporation\nshall cause to be sent to the  shareholders  not later than one  hundred  twenty\n(120) days after the close of the fiscal or calendar year an annual report.\n\n         SECTION 5.  CONTRACTS,  ETC.,  HOW  EXECUTED.  The board of  directors,\nexcept as in the  By-Laws  otherwise  provided,  may  authorize  any  officer or\nofficers,  agent or agents, to enter into any contract, deed or lease or execute\nany  instrument  in the  name of and on  behalf  of the  corporation,  and  such\nauthority  may be general  or  confined  to  specific  instances;  and unless so\nauthorized by the board of directors,  no officer,  agent or employee shall have\nany power or authority to bind the  corporation by any contract or engagement or\nthe pledge its credit to render it liable for any purpose or to any amount.\n\n         SECTION 6.  CERTIFICATES  OF STOCK. A certificate or  certificates  for\nshares  of the  capital  stock  of the  corporation  shall  be  issued  to  each\nshareholder when any such shares are fully paid up. All such certificates  shall\nbe signed by the president or a vice president and the secretary or an assistant\nsecretary,  or be  authenticated by facsimiles of the signature of the president\nand  secretary  or by a facsimile of the  signatures  or the  president  and the\nwritten signature of the secretary or an assistant secretary.  Every certificate\nauthenticated  by a facsimile of a signature must be countersigned by a transfer\nagent or transfer clerk.\n\n         SECTION  7.  REPRESENTATIONS  OF  SHARES  OF  OTHER  CORPORATIONS.  The\npresident or any vice president and the secretary or assistant secretary of this\ncorporation  are  authorized  to vote,  represent and exercise on behalf of this\ncorporation all rights  incident to any and all shares of any other  corporation\nor corporations  standing in the name of this corporation.  The authority herein\ngranted to said officers to vote or represent on behalf of this  corporation  or\ncorporations may be exercised either by such officers in person or by any person\nauthorized  so to do by  proxy  or  power  of  attorney  duly  executed  by said\nofficers.\n\n                                      -9-\n\n\n         SECTION 8.  INSPECTION OF BY-LAWS.  The  corporation  shall keep in its\nprincipal  office for the  transaction of business the original or a copy of the\nBy-Laws as amended,  or otherwise  altered to date,  certified by the secretary,\nwhich shall be open to inspection by the  shareholders  at all reasonable  times\nduring office hours.\n\n         SECTION  9.  INDEMNIFICATION.   The  corporation  shall  indemnify  its\nofficers and directors for any liability  including  reasonable costs of defense\narising  out of any act or  omission of any officer or director on behalf of the\ncorporation to the full extent allowed by the laws of the state of Utah.\n\n                                  ARTICLE VII.\n\n                                   AMENDMENTS\n\n         SECTION 1. POWER OF  SHAREHOLDERS.  New By-Laws may be adopted or these\nBy-Laws  may be amended or  repealed  by the vote of  shareholders  entitled  to\nexercise a majority  of the voting  power of the  corporation  or by the written\nassent of such shareholders.\n\n         SECTION 2. POWER OF DIRECTORS.  Subject to the right of shareholders as\nprovided  in Section 1 of this  Article VII to adopt,  amend or repeal  By-Laws,\nBy-Laws other than a By-Law or amendment  thereof changing the authorized number\nof directors may be adopted, amended or repealed by the board of directors.\n\n                            CERTIFICATE OF SECRETARY\n\n         The  undersigned  does  hereby  certify  that  the  undersigned  is the\nSecretary of TAC, Inc. a corporation  duly  organized and existing  under and by\nvirtue of the laws of the State of Utah; that the above and foregoing By-Laws of\nsaid  corporation  were  duly  and  regularly  adopted  as such by the  Board of\nDirectors of said corporation at the first meeting of said Board, which was duly\nand  regularly  held  on the 1st day of  November,  1995,  and  that  the  above\nforegoing By-Laws are now in full force and effect.\n\nDated this:  February 6, 1996\n\n\n \/s\/ Bonnie Jean Tippetts (Sec)\n ------------------------------\n Bonnie Jean Tippetts, Secretary\n\n\n                                      -10-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7084],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9573,9574],"class_list":["post-41474","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-chinamallusacom-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41474","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41474"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41474"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41474"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41474"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}