EX-3.1 2 skyw-20240806xex3d1.htm EX-3.1

展示品3.1

改正および再発行された規約

の

株式移管を承認しました。

取締役会が2024年8月6日付で承認しました。
第1条。

— 事務所株主が承認しました。
1.1ビジネスオフィス法人の本社は、当該法人の取締役会が時折指定するように、ユタ州内外の任意の場所に位置するものとする。法人は時折、取締役会が指定するか、法人の業務が要求する場合、ユタ州内外にその他の事務所を有してもよい。
1.2登記上の所在地法人の登記事務所はユタ州内に位置し、原則事務所（もしユタ州内に位置する場合）と同一であっても構わないが、必ずしも同一である必要はない。登記事務所の住所は時折変更されてもよい。
第2条— 株主
2.1年次総会株主総会は、毎年の決算日後に取締役会が指定する日時に開催され、取締役の選出および総会に付議されるその他の業務を行う目的である。取締役の選出が株主総会の年次会合に指定された日に実施されない場合、またはその継続会合で行われなかった場合、取締役会はできるだけ速やかに株主総会の特別会合において選挙が行われるようにする。
2.2特別総会最高経営責任者または社長、または取締役会によっていつでも株主総会を招集することができます。株主総会は、提案された特別総会で投票権を有する全株式の1/10を下回らない株主が、会社の事務局長または他の指定された役員に開催目的を記載した日付入り署名済みの要求書を1つ以上提出することにより、特別総会を招集することもできます。1会議の開催場所；遠隔通信を利用した会議 株主総会は、取締役会が指定するユタ州内外の場所で開催される場合があります。そのような指定がない場合は、株主総会は会社の本店で開催されます。
2.3取締役会の単独裁量により、取締役会が採用するガイドラインや手順に従い、株主が株主総会に物理的に出席していない場合でも、遠隔通信を通じて次のことができるようになります。 (i) 株主総会に参加し、 (ii) 株主総会で出席者として認められ、投票できるようになります。株主総会が指定された場所で開催されるか、遠隔通信だけで行われるかにかかわらず、株主総会に出席できます。.
(a)株主総会の場所、日付、および時間が記載された書面または印刷された通知書。特別総会の場合は、開催される目的も明記された通知が、株主総会に投票権を有する株主またはユタ州改定ビジネス法または定款により会議の通知を受ける権利があるその他の株主に対して、会長、秘書、または会議の招集を行う役員または者によって、会議の日の10日前から60日前まで、個人的または郵送によって、配布されます。通知が有効になるのは、次のいずれか早い時刻：(1) 株主の住所宛てに米国郵便に投函されたとき、株主名簿に記載された住所に
(b)株主が株主総会で物理的に出席していない場合でも、取締役会が単独で承認し、取締役会が採用するガイドラインや手順に従う場合、遠隔通信を通じて、株主が次のことができるようにすることができます：(i) 株主総会に参加し、(ii) 株主総会で出席者として認められ、投票することができます。このような株主総会の出席者は、指定された場所で開催されるか、遠隔通信だけで行われるかにかかわらず、居合わせたものとみなされ、投票できます。
2.4会議通知株主総会の場所、日付、および時間が記載され、特別総会の場合は、会議の目的または目的が記載された書面または印刷された通知が、会長、秘書、または会議の招集者または招集者の指示によって、会社の株主に、またはユタ州改定ビジネス法または会社組織文書によって会議の通知を受ける権利がある他の株主に対して、会議の日の10日前から60日前まで、個人的または郵送によって配布されます。通知は、米国郵政に預けられたときの住所宛てに効力を持つとみなされます。

（1）法人の場合、郵便料金を支払って（予め支払う）; （2）登録または認定郵便で送信され、受領証に示された日付によるとき、受領が受領者またはその代理人によって署名された場合; （3）受領された時; または（4）米国郵便に預けられてから5日後、焼却料金を支払って、かつ法人の現行の株主名簿に記載された住所以外の住所に適切に送付された場合。

株主総会が異なる日付、時刻、場所に中断される場合、新しい日付、時刻、場所が中断前に発表され、かつ会議がその後30（30）日以内に行われる場合、新しい日付、時刻、場所の通知は不要です。ただし、休会した会議のために新しい配当基準日を定める必要がある場合、新しい配当基準日の時点で株主である人々に対してこのセクション2.4の要件に従って通知する必要があります。

2.5通知の放棄/異議株主は、通知（または株主総会、定款、またはこれらの定款によって要求される通知）に署名された文書によって、通知を放棄することができます。 通知を受ける権利がある株主は、通知が含まれるために会社に（通知に記載された日付および時刻の前または後に）提供されます。 会社の記録に含めるか、会社の記録に送信されます。

株主の会議への出席：（1）株主が会議の通知の不足または不適切な通知に対する異議を放棄します。 ただし、株主は、会議の開始時に通知の不足または不適切な通知による会議の開催または会議での取引に異議を唱えない限り、異議を示します。 および（2）会議での特定の事項の検討に異議を唱えない場合、当該株主が提示されたときに事項を検討することに対する異議は放棄されます。

2.6配当基準日の設定株主の投票権を行使する任意の投票グループの株主、または配当または配当の支払いを受ける権利がある株主、またはその他の適切な目的で株主を決定するために、取締役会は前もって記録日を指定できます。 そのような記録日は、株主の決定を必要とする会議または行動の日から70（70）日を超えてはなりません。 取締役会によってこのような記録日が定められていない場合、このような株主の決定の記録日は以下の営業終了時に定められます：（1）年次株主総会または取締役会または取締役会または取締役会が会議を開催することを明確に許可している特定の人物によって特別な株主総会とすることができます。開催するための会議、株主に通知が送付される前の日の営業終了時点; （2）株主によって要求された特別な株主総会に関して、最初の株主が要求に署名した日; （3）株主への株式配当の支払いに関して、取締役会が株式配当を承認した日; （4）株式の買戻しまたは再取得を伴わない株主への分配に関して、取締役会が配布を承認した日。

議決権を行使できる株主の決定がこのセクションで定められた場合、その決定は、取締役会が新しい配当基準日を設定しない限り、再延期される全セクターに適用されます。取締役会が新しい配当基準日を設定しなければならないのは、元の会議の日付から120日以上後の日付に会議が延期される場合です。

2.7投票リスト会社の役員は、会議の通知を受ける資格のある全株主の名前のリストを作成しなければなりません。リストは、投票グループごとに配置し、それぞれの投票グループ内でクラスまたはシリーズの株式ごとにアルファベット順に配置する必要があります。各クラスまたはシリーズごとにアルファベット順に表示し、各株主の住所と保有株数を示さなければなりません。

株主リストは、そのリストが作成された会議の10日前、または会議の通知が行われてから2営業日後の早い方から始まり、会議中および会議の延期中を通じて、法人の本店または会議の通知で指定された場所で株主の誰もが検査できるようにならなければなりません。株主または株主の代理人または弁護士は、会社に対して書面で要求し、これらの定款の他のセクションまたはユタ州再編ビジネス法の適用セクションの要件に従う条件下で、定款期間中の通常業務時間および利用可能な期間中にリストを査閲および複製する権利があります。 法人は、会議中に株主リストを入手可能にし、株主または株主の代理人または弁護士は、会議中またはいかなる延期中も、会議に関連する目的でいつでもリストを調査する権利があります。

2.8Shareholder Quorum and Voting Requirements. If the Articles of Incorporation or the Utah Revised Business Corporation Act provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group.

If the Articles of Incorporation or the Utah Revised Business Corporation Act provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately. One voting group may vote on a matter even though another voting group entitled to vote on the matter has not voted.

Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the Articles of Incorporation or the Utah Revised Business Corporation Act provide otherwise, a majority of the votes entitled to cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation, these Bylaws or the Utah Revised Business Corporation Act require a greater number of affirmative votes.

2.9Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy. A shareholder may appoint a proxy (1) by signing an appointment form, either personally or by the shareholder’s attorney-in-fact or (2) by transmitting or authorizing the transmission of a telegram, teletype or other electronic transmission providing a written statement of the appointment to the proxy, to a proxy solicitor, proxy support service organization or other person duly authorized by the proxy to receive appointments as agent for the proxy, or to the corporation, provided that the transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the shareholder transmitted or authorized the transmission of the appointment. Such proxy shall be filed with the Secretary of the corporation or the other person authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.
2.10Voting Shares. Each outstanding share, regardless of class, shall be entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter submitted to vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation or by the Utah Revised Business Corporation Act.

Except as provided by specific court order, no shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting. Provided, however, the prior sentence shall not limit the power of the corporation to vote any shares, including its own shares, held by it in the fiduciary capacity.

Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

Unless the Articles of Incorporation or the Utah Revised Business Corporation Act otherwise provide, at each election for directors, every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, all of the votes to which the shareholder’s shares are entitled for as many persons as there are directors to be elected and for whose election such shareholder has a right to vote. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting of shareholders at which a quorum is present.

2.11Corporation’s Acceptance of Votes. If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.

If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if: (1) the shareholder is an entity as defined in the Utah Revised Business Corporation Act and the name signed purports to be that of an officer or agent of the entity; (2) the name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment; (3) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment; (4) the name signed purports to be that of a pledge, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver or proxy appointment; (5) two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the cotenants or fiduciaries and the person signing appears to be acting on behalf of all the cotenants or fiduciaries.

The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

2.12Shareholder Action Without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders, other than the election of directors, may be taken without a meeting and without prior notice if one or more consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. Such written consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the shareholders and may be stated as such in any articles or document filed with the Utah Department of Commerce, Division of Corporations and Commercial Code or other governmental entity. If the written consents of all shareholders entitled to vote are not obtained, the corporation shall give written notice of shareholder approval of an action without a meeting not more than ten (10) days following the later of the day on which (i) the written consents sufficient to take the action are delivered to the corporation, or (ii) the tabulation of the written consents is completed. Such notice shall be given to a shareholder who (i) would be entitled to notice of a meeting at which the action could be taken, (ii) would be entitled to vote if the action were taken at a meeting, and (iii) did not consent in writing to the action. The foregoing notice shall contain or be accompanied by the same material that would have been required under the Utah Revised Business Corporation Act to be sent in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.
2.13Shareholder’s Right to Inspect Corporate Records. The corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the corporation and records of all waivers of notices of meetings of shareholders, meetings of the Board of Directors or any meetings of committees of the Board of Directors. The corporation shall maintain appropriate accounting records.

If a shareholder gives the corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy the below listed records, the shareholder (or his agent or attorney) has the right to inspect and copy, during regular business hours, any of the following records, all of which the corporation is required to keep at its principal office: (1) the Articles or restated Articles of Incorporation and all amendments to them currently in effect; (2) the Bylaws or restated Bylaws and all amendments to them currently in effect; (3) the minutes of all shareholders’ meetings and records of all action taken by shareholders without a meeting for the past three (3) years; (4) all written communications to shareholders generally within the past three (3) years, including the financial statement furnished for the past three (3) years to the shareholders; (5) a list of the names and business addresses of its current directors and officers; and, (6) the most recent annual report delivered to the Secretary of State.

In addition, if a shareholder gives the corporation a written demand made in good faith and for a proper purpose at least five (5) business days before the date on which he wishes to inspect and copy the below described records, and if the shareholder describes with reasonable particularity his purpose and the records the shareholder desires to inspect and the records are directly connected with his purpose, the shareholder (or his agent or attorney) is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation: (1) excerpts from minutes of any meeting of the Board of Directors, records of any action of a committee of the Board of Directors on behalf of the corporation, minutes of any meeting of the shareholders and records of action taken by the shareholders or Board of Directors without a meeting, to the extent not otherwise subject to inspection under this Section 2.13; (2) accounting records of the corporation; and (3) the record of shareholders (compiled no earlier than the date of the shareholder’s demand).

The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.

2.14Financial Statements. Upon the written request of any shareholder, the corporation at its own expense shall mail to the shareholder the corporation’s most recent annual or quarterly financial statement showing in reasonable detail its assets, liabilities and results of its operations.
2.15Notice of Business to be Brought Before a Meeting.
(a)At an annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in a notice of meeting given by or at the direction of the Board of Directors, (ii) if not specified in a notice of meeting, otherwise brought before the meeting by or at the direction of the Board of Directors or the Chairman of the Board or (iii) otherwise properly brought before the meeting by a shareholder present in person who (A) (1) was a record owner of shares of capital stock of the corporation both at the time of giving the notice provided for in this Section 2.15 and at the time of the meeting, (2) is entitled to vote at the meeting, and (3) has complied with this Section 2.15 in all applicable respects or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”). The foregoing clause (iii) shall be the exclusive means for a shareholder to propose business to be brought before an annual meeting of the shareholders. For purposes of this Section 2.15, “present in person” shall mean that the shareholder proposing that the business be brought before the annual meeting of the corporation, or a qualified representative of such proposing shareholder, appear at such annual meeting, either in person or by means of remote communication. A “qualified representative” of such proposing shareholder shall be a duly authorized officer, manager or partner of such shareholder or any other person authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at or before the meeting of shareholders in writing or by electronic transmission. Shareholders seeking to nominate persons for election to the Board of Directors must comply with Section 2.16 and Section 2.17 and this Section 2.15 shall not be applicable to nominations except as expressly provided in Section 2.16 and Section 2.17.
(b)Without qualification, for business to be properly brought before an annual meeting by a shareholder, the shareholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper form
to the Secretary of the corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.15. To be timely, a shareholder’s notice must be delivered to, or mailed and received at, the principal office of the corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the shareholder to be timely must be so delivered, or mailed and received, not more than the hundred twentieth (120th) day prior to such annual meeting and not later than (i) the ninetieth (90th) day prior to such annual meeting or, (ii) if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made by the corporation (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of Timely Notice as described above.    
(c)To be in proper form for purposes of this Section 2.15, a shareholder’s notice to the Secretary shall set forth:  
(i)As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the corporation’s books and records), (B) the class or series and number of shares of capital stock of the corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of capital stock of the corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future, (C) the date or dates such shares were acquired, (D) the investment intent of such acquisition and (E) any pledge by such Proposing Person with respect to any of such shares (the disclosures to be made pursuant to the foregoing clauses (A) through (E) are referred to as “Shareholder Information”);
(ii)As to each Proposing Person,
(A)the material terms and conditions of any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) or a “put equivalent position” (as such term is defined in Rule 16a-1(h) under the Exchange Act) or other derivative or synthetic arrangement in respect of any class or series of shares of capital stock of the corporation (“Synthetic Equity Position”) that is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing Person, including, without limitation,
i.any option, warrant, convertible security, stock appreciation right, future or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital stock of the corporation or with a value derived in whole or in part from the value of any shares of any class or series of shares of capital stock of the corporation,
ii.any derivative or synthetic arrangement having the characteristics of a long position or a short position in any class or series of shares of capital stock of the corporation, including, without limitation, a stock loan transaction, a stock borrow transaction, or a share repurchase transaction or
iii.any contract, derivative, swap or other transaction or series of transactions designed to
1.produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of capital stock of the corporation,
2.mitigate any loss relating to, reduce the economic risk (of ownership or otherwise) of, or manage the risk of share price decrease in, any class or series of shares of capital stock of the corporation, or
3.increase or decrease the voting power in respect of any class or series of shares of capital stock of the corporation held or maintained by, held for the benefit of, or involving such
Proposing Person, including, without limitation, due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of capital stock of the corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of capital stock of the corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the holder thereof may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the price or value of any shares of any class or series of shares of capital stock of the corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underly any Synthetic Equity Position that is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer,
(B)any rights to dividends on the shares of any class or series of shares of capital stock of the corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of capital stock of the corporation,
(C)any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the corporation or any of its officers or directors, or any affiliate of the corporation,
(D)any other material relationship between such Proposing Person, on the one hand, and the corporation or any affiliate of the corporation, on the other hand,
(E)any direct or indirect material interest in any material contract or agreement of such Proposing Person with the corporation or any affiliate of the corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement),
(F)any proportionate interest in shares of capital stock of the corporation or a Synthetic Equity Position held, directly or indirectly, by a general or limited partnership, limited liability company or similar entity in which any such Proposing Person (1) is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership or (2) is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or similar entity,
(G)a representation that such Proposing Person intends or is part of a group that intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies from shareholders in support of such proposal, and
(H)any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act,

(the disclosures to be made pursuant to the foregoing clauses (A) through (H) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other

nominee who is a Proposing Person solely as a result of being the shareholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and

(iii)As to each item of business that the shareholder proposes to bring before the annual meeting, (A) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), (C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other person or entity (including their names) in connection with the proposal of such business by such shareholder, and (D) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures required by this paragraph (iii) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the shareholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.

For purposes of this Section 2.15, the term “Proposing Person” shall mean (i) the shareholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such shareholder in such solicitation.

(d)The Board of Directors may request that any Proposing Person furnish such additional information as may be reasonably required by the Board of Directors. Such Proposing Person shall provide such additional information within ten (10) days after it has been requested by the Board of Directors.
(e)A Proposing Person shall update and supplement its notice to the corporation of its intent to propose business at an annual meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.15 shall be true and correct as of the record date for shareholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal office of the corporation not later than five (5) business days after the record date for shareholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the corporation’s rights with respect to any deficiencies in any notice provided by a shareholder, extend any applicable deadlines hereunder or enable or be deemed to permit a shareholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business or resolutions proposed to be brought before a meeting of the shareholders.
(f)Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the meeting in accordance with this Section 2.15. The Board of Directors shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.15, and if he or she should so determine, the presiding officer of the meeting shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
(g)This Section 2.15 is expressly intended to apply to any business proposed to be brought before an annual meeting of shareholders other than any proposal made in accordance with Rule 14a-8 under the Exchange Act and included in the corporation’s proxy statement. In addition to the requirements of this Section 2.15 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 2.15 shall be deemed to
affect the rights of shareholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act
(h)For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.
2.16Notice of Nominations for Election to the Board of Directors.    
(a)Nominations of any person for election to the Board of Directors at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (i) by or at the direction of the Board of Directors, including by any committee or persons authorized to do so by the Board of Directors or these Bylaws, or (ii) by a shareholder present in person who (A) was a record owner of shares of capital stock of the corporation both at the time of giving the notice provided for in this Section 2.16 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 2.16 and Section 2.17 as to such notice and nomination. For purposes of this Section 2.16, “present in person” shall mean that the shareholder nominating any person for election to the Board of Directors at the meeting of the corporation, or a qualified representative of such shareholder, appear at such meeting, either in person or by means of remote communication. A “qualified representative” of such proposing shareholder shall be a duly authorized officer, manager or partner of such shareholder or any other person authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at or before the meeting of shareholders in writing or by electronic transmission. The foregoing clause (ii) shall be the exclusive means for a shareholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting or special meeting.
(b)(i)Without qualification, for a shareholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting, the shareholder must (A) provide Timely Notice (as defined in Section 2.15) thereof in writing and in proper form to the Secretary of the corporation, (B) provide the information, agreements and questionnaires with respect to each Nominating Person (as defined below) and its candidate for nomination as required to be set forth by this Section 2.16 and Section 2.17 and (C) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.16 and Section 2.17.
(ii)Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling a special meeting, then for a shareholder to make any nomination of a person or persons for election to the Board of Directors at a special meeting, the shareholder must (A) provide timely notice thereof in writing and in proper form to the Secretary of the corporation at the principal office of the corporation, (B) provide the information with respect to each Nominating Person and its candidate for nomination as required by this Section 2.16 and Section 2.17 and (C) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.16. To be timely, a shareholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal office of the corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than the ninetieth (90th) day prior to such special meeting or, if later, the tenth (10th) day following the day on which public disclosure (as defined in Section 2.15) of the date of such special meeting was first made (such notice within such time periods, “Special Meeting Timely Notice”).
(iii)In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.
(iv)In no event may a Nominating Person provide Timely Notice or Special Meeting Timely Notice, as applicable, with respect to a greater number of director candidates than are subject to election by shareholders at the applicable meeting. If the corporation shall, subsequent to such notice, increase the number of directors subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (A) the conclusion of the time period for Timely Notice or Special Meeting Timely Notice, as applicable, or (B) the tenth day following the date of public disclosure (as defined in Section 2.15) of such increase.
(c)To be in proper form for purposes of this Section 2.16, a shareholder’s notice to the Secretary shall set forth:
(i)As to each Nominating Person, the Shareholder Information (as defined in Section 2.14(c)(i), except that for purposes of this Section 2.16 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.15(c)(i));
(ii)As to each Nominating Person, any Disclosable Interests (as defined in Section 2.15(c)(ii), except that for purposes of this Section 2.16 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.15(c)(ii) and the disclosure with respect to the business to be brought before the meeting in Section 2.15(c)(ii) shall be made with respect to the election of directors at the meeting); and provided that, in lieu of including the information set forth in Section 2.15(c)(ii)(G), the Nominating Person’s notice for purposes of this Section 2.16 shall include a representation as to whether the Nominating Person intends or is part of a group that intends to deliver a proxy statement and solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the corporation’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act; and
(iii)As to each candidate whom a Nominating Person proposes to nominate for election as a director, (A) all information relating to such candidate for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named in a proxy statement and accompanying proxy card relating to the corporation’s next meeting of shareholders at which directors are to be elected and to serving as a director for a full term if elected), (B) a description of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or his or her respective associates (as defined in Rule 14a-1(a) promulgated under the Exchange Act) or any other participants (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (A) and (B) are referred to as “Nominee Information”), and (C) a completed and signed questionnaire, representation and agreement as provided in Section 2.17(a).

For purposes of this Section 2.16, the term “Nominating Person” shall mean (i) the shareholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such shareholder in such solicitation.

(d)The Board of Directors may request that any Nominating Person furnish such additional information as may be reasonably required by the Board of Directors. Such Nominating Person shall provide such additional information within ten (10) days after it has been requested by the Board of Directors.
(e)A shareholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice or the materials delivered pursuant to this Section 2.16, as applicable, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.16 shall be true and correct as of the record date for shareholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal office of the corporation not later than five (5) business days after the record date for shareholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the corporation’s rights with respect to any deficiencies in any notice provided by a shareholder, extend any applicable deadlines hereunder or enable or be deemed to permit a shareholder who has
previously submitted notice hereunder to amend or update any nomination, including by changing or adding nominees, or to submit any new nomination, or submit any new proposal, matters, business or resolutions proposed to be brought before a meeting of the shareholders.
(f)In addition to the requirements of this Section 2.16 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations. Notwithstanding the foregoing provisions of this Section 2.16, unless otherwise required by law, (i) no Nominating Person shall solicit proxies in support of director nominees other than the corporation’s nominees unless such Nominating Person has, or is part of a group that has, complied with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the corporation of notices required thereunder, in accordance with the time frames required in this Section 2.16 or by Rule 14a-19 promulgated under the Exchange Act, as applicable and (ii) if (A) any Nominating Person provides notice in accordance with Rule 14a-19(b) promulgated under the Exchange Act and (B) (1) such notice in accordance with Rule 14a-19(b) is not provided within the time period for Timely Notice or Special Meeting Timely Notice, as applicable, (2) such Nominating Person subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act or (3) such Nominating Person fails to timely provide reasonable evidence sufficient to satisfy the corporation that such Nominating Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence, then the nomination of such Nominating Person’s proposed nominees shall be disregarded, notwithstanding that each such nominee is included as a nominee in the corporation’s proxy statement, notice of meeting or other proxy materials for any meeting of shareholders (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the corporation (which proxies and votes shall be disregarded). If any Nominating Person provides notice in accordance with Rule 14a-19(b) promulgated under the Exchange Act, such Nominating Person shall deliver to the corporation, no later than seven (7) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
2.17Additional Requirements For Valid Nomination of Candidates to Serve as Director and, If Elected, to Be Seated as Directors.
(a)To be eligible to be a candidate for election as a director of the corporation at an annual or special meeting, a candidate must be nominated in the manner prescribed in Section 2.16 and the candidate for nomination, whether nominated by the Board of Directors or by a shareholder of record, must have previously delivered, to the Secretary at the principal office of the corporation, (i) a completed written questionnaire (in the form provided by the corporation upon written request of any shareholder of record therefor) with respect to the background, qualifications, stock ownership and independence of such proposed nominee and (ii) a written representation and agreement (in the form provided by the corporation upon written request of any shareholder of record therefor) that such candidate for nomination (A) is not and, if elected as a director during his or her term of office, will not become a party to (1) any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the corporation, will act or vote on any issue or question (a “Voting Commitment”) or (2) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the corporation, with such proposed nominee’s fiduciary duties under applicable law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed therein or to the corporation, (C) if elected as a director of the corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the corporation applicable to directors and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the Secretary of the corporation shall provide to such candidate for nomination all such policies and guidelines then in effect), and (D) if elected as a director of the corporation, intends to serve the entire term until the next meeting at which such candidate would face re-election.
(b)The Board of Directors may also require any proposed candidate for nomination as a director to furnish such other information related to such candidate’s eligibility or qualification to serve as director as may reasonably be requested by the Board of Directors in writing prior to the meeting of shareholders at which such candidate’s nomination is to be acted upon. Without limiting the generality of the foregoing, the Board of Directors
may request such other information in order for the Board of Directors to determine the eligibility of such candidate for nomination to be an independent director of the corporation or to comply with the director qualification standards and additional selection criteria in accordance with the corporation’s Corporate Governance Guidelines. Such other information shall be delivered to, or mailed and received by, the Secretary at the principal office of the corporation not later than five (5) business days after the request by the Board of Directors has been delivered to, or mailed and received by, the Nominating Person.
(c)A candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Section 2.17, if necessary, so that the information provided or required to be provided pursuant to this Section 2.17 shall be true and correct as of the record date for shareholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal office of the corporation not later than five (5) business days after the record date for shareholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the corporation’s rights with respect to any deficiencies in any notice provided by a shareholder, extend any applicable deadlines hereunder or enable or be deemed to permit a shareholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new proposal, including by changing or adding nominees, matters, business or resolutions proposed to be brought before a meeting of the shareholders.
(d)No candidate nominated pursuant to Section 2.16(a)(ii) shall be eligible for nomination as a director of the corporation unless such candidate for nomination and the Nominating Person seeking to place such candidate’s name in nomination has complied with Section 2.16 and this Section 2.17, as applicable. The Board of Directors shall, if the facts warrant, determine that a nomination was not properly made in accordance with Section 2.16 and this Section 2.17, and if the Board of Directors should so determine, the presiding officer of the meeting shall so declare such determination to the meeting, the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.
(e)Notwithstanding anything in these Bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the corporation unless nominated in accordance with Section 2.16 and this Section 2.17 and elected as a director.
Article 3.  — BOARD OF DIRECTORS
3.1General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation or in a shareholder’s agreement authorized under the Utah Revised Business Corporation Act.
3.2Number of Directors and Qualification. The authorized number of directors shall be as specified from time to time by resolution of the Board of Directors, but shall not be more than eleven (11), nor less than three (3). No decrease in the authorized number of directors shall have the effect of shortening the term of any incumbent director. Directors need not be residents of the State of Utah or shareholders of the corporation.
3.3Election and Term of Office. Directors shall be elected at each annual meeting of shareholders. Each director shall be elected for a term of office to expire at the next annual meeting of shareholders after his or her election and until his or her successor shall have been duly elected and qualified, subject, however, to his or her earlier death, resignation or removal. Each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For

purposes of this Section 3.3, a majority of the votes cast means that the number of shares voted “for” the election of a director must exceed the number of votes cast “against” the election of that director. If a director is not elected, the director shall offer to tender his or her resignation to the Board of Directors. The Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the recommendation of the Nominating and Corporate Governance Committee and publicly disclose its decision within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the decision of the Board of Directors. If, for any cause, the Board of Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the shareholders called for that purpose in the manner provided in these Bylaws.

3.4Chairman of the Board. The Board of Directors shall elect from among its members, one member to serve as Chairman. The duties of the Chairman are to prepare the agenda, conduct the board meetings and to nominate members for election to the various committees as established by the Board of Directors. The Chairman of the Board, if any, shall be and remain a director of the corporation during the term of his or her office.
3.5Lead Director. The Board of Directors shall elect from among its members, one to serve as Lead Director. The duty of the Lead Director is to act in the absence, death, inability or refusal to act, of the Chairman.
3.6Regular Meetings. The Board of Directors may provide by resolution the time and place, either within or outside the State of Utah, for the holding of regular meetings without notice other than such resolution.
3.7Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by or at the request of the Chairman of the Board, the President or a majority of the total number of directors constituting the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or outside the State of Utah, as the place for holding any special meeting of the Board of Directors.
3.8Notice. Notice of the date, time and place of any special meeting shall be delivered personally or by telephone to each director or sent by first-class mail, confirmed facsimile or other electronic communication, charges prepaid, addressed to each director at that director’s address or facsimile number as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone or confirmed facsimile, it shall be delivered personally or by telephone or facsimile at least forty-eight (48) hours before the meeting begins. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving notice has reason to believe will promptly communicate it to the director. Any director may waive notice of any meeting before or after the date and time of the meeting stated in the notice by delivering a written waiver signed by the director entitled to notice to the corporation to file in its corporate records. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting or promptly upon the director’s arrival, objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting.
3.9Quorum. One-third (1/3) of the authorized number of directors as fixed by resolution of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than one-third (1/3) is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
3.10Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall, unless the act of a greater number of directors is required by the Articles of Incorporation or these Bylaws, be the act of the Board of Directors.
3.11Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, through less than a quorum, or by the affirmative vote of the majority of shares entitled to vote for directors. A director elected to fill a vacancy created other than by an increase in the number of directors shall be elected for the unexpired term of his predecessor in office. If a director is

elected to fill a vacancy created by reason of an increase in the number of directors, then the term of the director so elected expires at the next shareholders’ meeting at which directors are elected, unless the vacancy is filled by a vote of the shareholders, in which case the term shall expire on the later of (1) the next meeting of shareholders at which directors are elected or (2) the term designated for the director at the time of the creation of the position being filled.

3.12Committees. The Board of Directors, by resolution adopted by the majority of the number of directors, may create one or more committees consisting of not less than two (2) directors, which committee or committees, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all the authority so provided; except that the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law. The following committees are established: (1) Compensation; (2) Audit and Finance; (3) Nominating and Corporate Governance and (4) Safety and Compliance.
3.13Fees and Compensation. Directors may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Board of Directors. This section shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services. No salaried director may receive compensation for board meetings or assignments unless specifically authorized by the Board of Directors.
3.14Presumption of Assent. A director who is present at a meeting of the Board of Directors when corporate action is taken is considered to have consented to the action taken at the meeting unless: (1) the director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; (2) the director contemporaneously requests his dissent or abstention as to any specific action to be entered into the minutes of the meeting; or (3) the director causes written notice of a dissent or abstention as to a specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the corporation promptly after adjournment of the meeting.
3.15Resignations. A director may resign at any time by giving a written notice of resignation to either the Chairman of the Board of Directors, the Chief Executive Officer, the President, a Vice-President or the Secretary or Assistant Secretary, if any. Unless otherwise provided in the notice of resignation, the resignation shall become effective when the notice is received by the designated officer or director. If the resignation is to become effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.
3.16Action by Written Consent. Any action required to be taken at a meeting of the Board of Directors of the corporation or any other action which may be taken at a meeting of the Board of Directors or of a committee, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same legal effect as a unanimous vote of all the directors or members of the committee and may be described as such in any document.

Action taken in this section is effective at the time the last director signs a writing describing the action taken, unless the Board of Directors establishes a different effective date.

3.17Meetings by Telephone Conference Call. Members of the Board of Directors, or any committee designed by the Board of Directors, may participate in a meeting of the Board of Directors or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting.
3.18Removal of Directors. The shareholders may remove one or more directors at a meeting called for that purpose if notice has been given that a purpose of the meeting is such removal. The removal may be with or without cause unless the Articles of Incorporation provide that directors may only be removed with cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.
3.19Board Member Emeritus. The Board of Directors may appoint to the status of Board Member Emeritus individuals who have served as members of the Board of Directors and have retired as a member of the Board of Directors. Persons holding such status will not be entitled to vote as a director and will receive no pay for attendance at meetings.
Article 4.  — COMMITTEES OF DIRECTORS
4.1How Constituted. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, create one or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors.
4.2Powers. Each committee shall have and may exercise all powers relating to the business and affairs of the corporation as may be granted to it by the Board of Directors, except such powers as by law may not be delegated by the Board of Directors to a committee.
4.3Proceedings. Each committee as may be designated hereunder by the Board of Directors may fix its own presiding and recording officer or officers and may meet at such place or places, at such time or times and upon such notice (or without notice if allowed by law) as it shall determine from time to time. It shall keep a record of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following.
4.4Quorum and Manner of Acting. At all meetings of each committee as may be designated hereunder by the Board of Directors, the presence of members constituting two-thirds (2/3) of the total authorized membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of two-thirds (2/3) of the members present at any meeting at which a quorum is present shall be the act of such committee. The members of each committee as may be designated hereunder by the Board of Directors shall act only as a committee and the individual members thereof shall have no powers as such.
4.5Meetings by Telephone Conference Call, Consent. Members of each committee as may be designated hereunder by the Board of Directors may participate in a meeting of the committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such a meeting.

Action may be taken by any committee without a meeting if all members thereof consent in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

4.6Resignations. Any member of any committee as may be designated hereunder by the Board of Directors may resign at any time by delivering a written resignation to the Chairman of the Board, the President, the Secretary or Assistant Secretary, if any, or to the presiding officer of the committee of which he is a member, if any shall have been appointed and shall be in office. Unless otherwise specified therein, such resignation shall take effect upon delivery.
4.7Removal. The Board of Directors may, at any time, remove any member of any committee designated by it hereunder either with or without cause.
4.8Vacancies. If any vacancy shall occur in any committee designated by the Board of Directors hereunder, by reason of disqualification, death, resignation, removal or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the committee and, provided that two (2) or more members are remaining, shall continue to act. Such vacancy may be filled at any meeting of the Board of Directors.
4.9Compensation. The Board of Directors may allow a fixed sum and expenses of attendance to any member of any committee designated by it hereunder who is not an active salaried employee of the corporation for attendance at each meeting of such committee.
Article 5.  — OFFICERS
5.1Officers. Except as provided otherwise by a resolution of the Board of Directors, the officers of the corporation shall be a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, and a Treasurer, each of whom shall be approved by the Board of Directors. Such other officers and assistants as may be deemed necessary may be approved by the Board of Directors. Any two (2) or more offices may be held by the same person.
5.2Appointment, Term of Office, and Qualification. The officers of the corporation shall be approved by, and serve at the pleasure of, the Board of Directors, subject to any rights of an officer under any contract of employment. Such approval of officers shall take place annually or at such other intervals as the Board of Directors may determine, and may be held at regular or special meetings of the Board or by the written consent of the directors. Each officer shall hold office until his or her successor shall have been duly appointed and qualified or until such officer’s death, resignation, or removal in the manner provided in these Bylaws. No other officer need be a director of the corporation.
5.3Resignations. Any officer may resign at any time by delivering a written notice of resignation to the Board of Directors, the Chief Executive Officer, or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon such delivery of the notice. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
5.4Removal. Any officer may be removed by the Board of Directors or by a committee, if any, if so authorized by the Board of Directors, whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
5.5Vacancies and Newly Created Offices. A vacancy in any office by reason of death, resignation, removal, disqualification, the creation of a new office, or otherwise, may be filled by the Board of Directors at any regular or special meeting or by the unanimous written consent of the directors.
5.6Chief Executive Officer. The Chief Executive Officer shall, subject to the direction and supervision of the Board of Directors: (i) have general and active control of the affairs and business of the corporation and general supervision of its officers, agents and employees; (ii) preside, in the absence of the Chairman of the Board, at all meetings of the shareholders and the Board of Directors, (iii) see that all orders and resolutions of the Board of Directors are carried into effect; and (iv) perform all other duties incident to the office of Chief Executive Officer and as from time to time may be assigned to the Chief Executive Officer by the Board of Directors.
5.7President. The President shall, subject to the direction and supervision of the Chief Executive Officer: (i) be responsible for the operational affairs of the corporation; and (ii) assist the Chief Executive Officer and perform such duties as may be assigned by the Chief Executive Officer or by the Board of Directors. Such officer shall, at the request of the Chief Executive Officer, or in the absence of the Chief Executive Officer, or in the event of his or her inability or refusal to act, perform the duties of the Chief Executive Officer and when so acting, shall have all the powers of and be subject to all the restrictions on the Chief Executive Officer.
5.8Vice President. The corporation may have one or more Vice Presidents, elected by the Board of Directors, who shall perform such duties as may be delegated by the Chief Executive Officer or the Board of Directors.
5.9Secretary. The Secretary shall keep the minutes of the shareholders’ and of the directors’ meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder, have general charge of the stock transfer books of the corporation, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chief Executive Officer. The Chief Executive Officer may appoint an Assistant Secretary to aid the Secretary in the performance of the duties of the Secretary and may act for the Secretary in his or her absence as authorized by the Secretary.
5.10Treasurer. If required by the directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with much surety or sureties as the directors shall determine. He or she shall have charge and

custody of and be responsible for all funds and securities of the corporation, receive and give receipts for monies due and payable to the corporation from any source whatsoever, deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with these Bylaws and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chief Executive Officer or by the directors.

5.11Compensation. The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person or group of persons the power to fix the compensation of any officers. No officer shall be prevented from receiving any such compensation by reason of the fact that he or she is also a director of the corporation.
5.12Surety Bonds. In case the Board of Directors shall so require, any officer or agent of the corporation shall provide the corporation with a bond, in such sums and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his or her duties to the corporation, including responsibility for negligence and for the accounting of all property, monies, or securities of the corporation which may come under his or her responsibility.
Article 6.  — EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
AND DEPOSIT OF CORPORATE FUNDS
6.1Instruments. The Board of Directors may authorize any officer, agent or agents to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the corporation, and such authority may be general or confined to specific instances.
6.2Loans. No loan or advance shall be contracted on behalf of the corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name and no property of the corporation shall be mortgaged, pledged, hypothecated, transferred or conveyed as security for the payment of any loan, advance, indebtedness or liability of the corporation, unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances.
6.3Deposits. All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select, or as from time to time may be selected by any officer or agent authorized so to do by the Board of Directors.
6.4Checks, Drafts, etc. All checks, drafts, acceptances, notes, endorsements and, subject to the provisions of these Bylaws, evidences of indebtedness of the corporation shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as the Board of Directors from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the Board of Directors from time to time may determine.
6.5Bonds and Debentures. Every bond or debenture issued by the corporation shall be evidenced by an appropriate instrument which shall be signed by the Chief Executive Officer, the President or a Vice President and by the Secretary and may be sealed with the seal of the corporation. The seal may be a facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the corporation’s officers named thereon may be a facsimile. In case any officer who signed, or whose facsimile signature has been used on any such bond or debenture, shall cease to be an officer of the corporation for any reason before the same has been delivered by the corporation, such bond or debenture may nevertheless be adopted by the corporation and issued and delivered as though the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer.
6.6Sale, Transfer, etc. of Securities. Sales, transfers, endorsements and assignments of shares of stocks, bonds and other securities owned by or standing in the name of the corporation and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement or assignment,

shall be effected by the Chief Executive Officer, the President, or by any Vice President, together with the Secretary, or by any officer or agent thereunto authorized by the Board of Directors.

6.7Proxies. Proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the corporation shall be executed and delivered on behalf of the corporation by the Chief Executive Officer, the President or any Vice President and the Secretary of the corporation or by any officer or agent thereunto authorized by the Board of Directors.
Article 7.  — CAPITAL STOCK
7.1Stock Certificates. The shares of the corporation shall be represented by certificates. The certificates shall be signed by two (2) officers as designated by the Board of Directors, or in the absence of such designation, any two (2) of the following officers: the Chief Executive Officer, the President, a Vice President, the Secretary or an Assistant Secretary, if any, of the corporation. The certificates may be sealed with the seal of the corporation or a facsimile thereof. The signatures of the designated officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

If the corporation is authorized to issue different classes of shares or a different series within a class, the designations, preferences, limitations and relative rights applicable to each class, the variations in preferences, limitations, and relative rights determined for each series, and the authority of the Board of Directors to determine variations for any existing or future class or series, must be summarized on the front or back of each share certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.

Each certificate representing shares shall also state upon the face thereof: (1) the name of the issuing corporation and that it is organized under the laws of the State of Utah; (2) the name of the person to whom the certificate is issued; and (3) the number and class of shares, and the designation of the series, if any, which such certificate represents.

There shall be entered upon the stock transfer books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked “Cancelled” with the date of cancellation.

7.2Transfer of Stock. Transfers of stock shall be made only upon the stock transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in replacement of a lost or destroyed certificate as provided in these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor. Except as otherwise provided by law, the corporation and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any share or spares of stock as the absolute owner thereof for all purposes, and accordingly shall not be bound to recognize any legal, equitable or other claim to or interest in such share or shares on the part of any other person whether or not it or they shall have express or other notice thereof.
7.3Restrictions on Transfer or Registration of Shares. The Board of Directors may, as they may deem expedient, impose restrictions on the transfer or registration of transfer of shares of the corporation. The restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction or otherwise consented to the restriction.

The restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by the Utah Revised Business Corporation Act and its existence is noted conspicuously on the front or back of the certificate.

7.4Regulations. Subject to the provisions of these Bylaws and of the Articles of Incorporation, the Board of Directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption and registration of certificates for shares of the stock of the corporation.
7.5Transfer Agents and Registrars. The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing shares of stock of the corporation, and may require all such certificates to bear the signature of either or both. The Board of Directors may from time to time define the respective duties of such transfer agents and registrars.
7.6Lost or Destroyed Certificates. In the event of the loss or destruction of any certificate of stock, another certificate may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.
7.7Consideration for Shares. The Board of Directors may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefits to the corporation, including cash, promissory notes, services performed contracts or arrangements for services to be performed, or other securities of the corporation. The terms and conditions of any tangible or intangible property or benefit to be provided in the future to the corporation, including contracts or arrangements for services to be performed, shall be set forth in writing. The corporation may place in escrow shares issued in consideration for contracts, arrangements for future services or benefits or in consideration of a promissory note, or make other arrangements to restrict transfer of the shares issued for any such consideration, and may credit distributions in respect of the shares against the purchase price until the services are performed, the note is paid or the benefits are received. If the specified future services are not performed, the note is not paid or the benefits are not received, the shares escrowed or restricted or the distributions credited may be cancel1ed in whole or part.
Article 8.  — MAINTENANCE AND INSPECTION OF BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and Board of Directors; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each. Any shareholder shall have the right to examine in person the corporation’s books and records as provided for in these Bylaws.

Article 9.  — INDEMNIFICATION
9.1Indemnification. Except as provided in Section 9.2, the corporation shall, to the maximum extent and in the manner permitted by the Utah Revised Business Corporation Act, indemnify an individual made party to a proceeding because he is or was a director or officer of the corporation, against liability incurred in the proceeding if his conduct was in good faith, he reasonably believed that his conduct was in, or not opposed to, the corporation’s best interests and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Termination of the proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director or officer did not meet the standard of conduct described in this section.

Except as provided in Section 9.2, the corporation may, to the maximum extent and in the manner permitted by the Utah Revised Business Corporation Act, indemnify an individual made party to a proceeding because he is or was an employee, fiduciary or agent of the corporation, against liability incurred in the proceeding if his conduct was in good faith, he reasonably believed that his conduct was in, or not opposed to, the corporation’s best interests and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Termination of the proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the employee, fiduciary or agent did not meet the standard of conduct described in this section.

9.2Certain Restrictions on Indemnification. The corporation may not indemnify a director, officer, employee, fiduciary or agent of the corporation under Section 9.1, in connection with a proceeding by or in the right of the

corporation in which such person was adjudged liable to the corporation, or in connection with any other proceeding charging that such person derived an improper personal benefit, whether or not involving action in his official capacity, in which proceeding he was adjudged liable on the basis that he derived an improper personal benefit, unless ordered by a court of competent jurisdiction.

9.3Mandatory Indemnification. The corporation shall indemnify a director or officer of the corporation who was successful, on the merits or otherwise, in the defense of any proceeding, or the defense of any claim, issue or matter in the proceeding, to which he was a party because he is or was a director or officer of the corporation, against reasonable expenses incurred by him in connection with the proceeding or claim with respect to which he has been successful.
9.4Determination. The corporation may not indemnify a director or officer under Section 9.1 unless a determination has been made in the specific case that indemnification of the director or officer is permissible in the circumstances because the director or officer has met the applicable standard of conduct set forth in Section 9.1. The corporation may not indemnify an employee, fiduciary or agent under Section 9.1 unless authorized and a determination has been made in the specific case that indemnification of the employee, fiduciary or agent is permissible in the circumstances because the employee, fiduciary or agent has met the applicable standard of conduct set forth in Section 9.1. Such determination with respect to directors, officers, employees, fiduciaries or agents shall be made (1) by the Board of Directors by majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum, (2) if a quorum cannot be attained, by majority vote of a committee of the Board of Directors, which committee shall consist of two or more directors not parties to the proceeding, except that directors who are parties to the proceeding may participate in the designation of directors for the committee, (3) by special legal counsel selected by the Board of Directors or its committee in the manner prescribed in clauses (1) or (2) of this Section 9.4, or (4) by the shareholders, by a majority of the votes entitled to be cast by holders of qualified shares that are present in person or by proxy at a meeting. A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with this section. Shareholders’ action that otherwise complies with this section is not affected by the presence of holders, or the voting, of shares that are not qualified shares.
9.5General Indemnification. The indemnification and advancement of expenses provided by this Article 9 shall not be construed to be exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any Articles of Incorporation, bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
9.6Advances. The corporation may pay for or reimburse the reasonable expenses incurred by a director, officer, employee, fiduciary or agent of the corporation who is a party to a proceeding in advance of final disposition of the proceeding if: (1) such person furnishes to the corporation a written affirmation of his good faith belief that he has met the applicable standard of conduct described in Section 9.1, (2) such person furnishes to the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article 9.
9.7Scope of Indemnification. The indemnification and advancement of expenses authorized by this Article 9 is intended to permit the corporation to indemnify to the fullest extent permitted by the laws of the State of Utah, any and all persons whom it shall have power to indemnify under such laws from and against any and all of the expenses, disabilities or other matters referred to in or covered by such laws. Any indemnification or advancement of expenses hereunder shall, unless otherwise provided when the indemnification or advancement of expenses is authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, fiduciary or agent and shall inure to the benefit of such person’s heirs, executors and administrators.
9.8Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by him in such capacity or arising out of his status in such

capacity, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article 9 or the laws of the State of Utah, as the same may hereafter be amended or modified.

Article 10.  — FISCAL YEAR

The fiscal year of the corporation shall commence on January 1 of each year and end the following December 31.

Article 11.  — DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Article 12.  — AMENDMENTS

These Bylaws may be amended or replaced with new bylaws by the Board of Directors at any meeting or by the shareholders at any meeting.

Article 13.  — SAVINGS CLAUSE

Whenever any part of these Bylaws is declared by a majority vote of the shareholders or Board of Directors, or by a judicial body to be invalid, such determination shall not affect the remainder of this instrument. These Bylaws are to be construed as being consistent with the laws of the State of Utah and the Articles of Incorporation of SkyWest, Inc.

Article 14.  — FORUM SELECTION

Unless the corporation consents in writing to the selection of an alternative forum, (a) any state court located in the State of Utah (“Utah Court”) (or in the event that a Utah Court does not have jurisdiction, a federal district court located within the State of Utah) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or shareholder of the corporation to the corporation or to the corporation’s shareholders, (iii) any action, suit or proceeding arising pursuant to any provision of the Utah Revised Business Corporation Act or the Articles of Incorporation or these Bylaws (as any of the foregoing may be amended and/or restated from time to time) or (iv) any action, suit or proceeding asserting a claim against the corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article 14, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any defendant to such complaint.  

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If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Utah (a “Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Utah in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such shareholder in any such action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder.  

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Any person or entity purchasing or otherwise acquiring any interest in any security of the corporation shall be deemed to have notice of and consented to this Article 14.  This provision is intended to benefit and may be enforced by the corporation, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering.  Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal courts of the United States have exclusive jurisdiction.