
ARTICLE IV
BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by its board of directors (the "Board"). The Board may adopt such rules and regulations for the conduct of their meetings and the management of the corporation as the Board deems proper.
Section 2. Number, Tenure and Qualifications. The Board shall be composed of seven (7) Directors the number of Directors may be changed from time to time by amendment to these Bylaws but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Directors shall be elected at the annual meeting of the shareholders by a majority vote, except as provided in Sections 7 and 8 of this Article, and each Director shall hold office for a period of three (3) years and until his succor shall have been elected and qualified. The retiring President will become an ex officio member of the Board for a period of one year following his term of office and will not be counted as a Director, nor allowed to vote unless already a Director.
However, three (3) Directors shall be elected every three years for a term of three (3) years, and two (2) Directors shall be elected on the first subsequent year for a term of three (3) years, and two (2) Directors shall be elected on the second subsequent year for a term of three (3) years, causing the Directors to have overlapping terms for purposes of continuity. Directors need not be residents of the State of Utah or shareholders of the Corporation. (Amended as of May 24, 2016)
The foregoing section was amended by a greater-than-two-thirds (2/3) majority shareholder vote at the duly constituted regular annual shareholders' meeting of the Corporation held Tuesday, May 24, 2016. The amendment is attached hereto as Amendment No. One (1). This section, as amended, now reads:
AMENDED ARTICLE IV
Section 2. Number, Tenure and Qualifications. The Board shall be composed of a minimum of seven (7) directors and up to a maximum of nine (9) Directors. The number of Directors may be changed from time to time by amendment to these Bylaws but no decrease in the number of directors shall have the effect of shortening the term of any incumbent Director. Directors shall be elected at the annual meeting of the shareholders by a majority vote, except as provided in Sections 7 and 8 of this Article, and each Director shall hold office for a period of three (3) years until his successor shall have been elected and qualified. The retiring President will become an ex officio member of the Board for a period of one (1) year following his or her term of office and will not be counted as a Director, nor allowed to vote unless already a Director.
However, three (3) Directors shall be elected every three years for a term of three (3) years, and two (2) Directors shall be elected on the first subsequent year for a term of three (3) years, and three (3) directors shall be elected on the second subsequent year for a term of three years, causing the Directors to have overlapping terms for purposes of continuity. Directors need not be residents of the State of Utah or shareholders of the Corporation.
Section 3. Meetings. In addition to the annual meeting of the Board, meetings of the Board may be called by order of the President or by one-third of the Directors. The Secretary shall give notice of the time, place and purpose or purposes of each meeting at least five (5) days before the meeting to each Director, PROVIDED, HOWEVER, that attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 4. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting from time to time until a quorum shall be present, whereupon the meeting may be held, or adjourned, without further notice. At any meeting at which every Director shall be present, even though without any notice, any business may be transacted.
Section 5. Manner of Acting. At all meetings of the Board each director shall have one vote. The act of a majority present at a meeting shall be the act of the Board, provided a quorum is present.
Section 6. Vacancies. A vacancy in the Board shall be deemed to exist in case of death, resignation, or removal of any Director, or if the authorized number of Directors be increased, or if the shareholders fail at any meeting of shareholders at which any director is to be elected, to elect the full authorized number to be elected at that meeting. A majority of the Directors or Shareholders shall constitute a quorum for the transaction of business.
Section 7. Removals. Directors may be removed for cause only at any time by a vote of the shareholders holding the shares outstanding and entitled to vote. Such vacancy shall be filled by the Directors then in office, though less than a quorum, to hold office until the next annual meeting or until his successor is duly elected and qualified, except that any directorship to be filled by reason of removal by the shareholders may be filled by election by the shareholders at the meeting at which the Director is removed. No reduction of the authorized number of Directors shall have the effect of removing any director prior to the expiration of his term of office.
Section 8. Resignation. A director may resign at any time by delivering written notification thereof to the president or secretary of the corporation. Resignation shall become effective upon its acceptance by the board of directors; provided, however, that if the board of directors has not acted thereon within ten days from the date of its delivery, the resignation shall upon the tenth day be deemed accepted.
Section 9. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken, shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary for the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 10. Compensation. By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors, and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director, subject to the rules and regulations governing the payment of directors under applicable law. No such payment shall preclude any directors from serving the corporation in any other capacity and receiving compensation therefore.
Section 11. Informal Action by Directors. Any action required to be taken at a meeting of the Directors, or any action which may be taken at a meeting of the Directors or of a committee, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the Directors or all the members of the committee, as the case may be, either before or after the action is taken and delivered to the corporation. Such consent shall have the same effect as a unanimous vote. Action taken by written consent of Directors without a meeting is effective when the last Director signs the consent, unless the consent specifies a later effective date.
Section 12. Meetings by Telecommunication. Directors may participate in any meeting of the directors by any means of communication by which all persons participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.
Section 13. Committees and Assignments. The Board shall have authority to establish and to dissolve from time to time one or more committees for special purposes as the Board shall deem prudent. Both shareholders and non- shareholders may serve as members of any such committees. The Board shall appoint a committee chairperson to manage and direct the work of the committee, who shall report and be accountable to the Board. The Board may make such specific assignments and responsibilities among the Directors as it deems prudent.